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Dr. Ramson Mumba
3335 Chartreuse Way
Houston, TX, 77082
(713) 515-7765
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN MATEO
PACIFIC DIVERSIFIED INVESTMENTS,
LLC, a California limited liability company;
TEXAS SUGAR NORTH, LLC, a Delaware
limited liability company; TEXAS DOVE
COVE, LLC, a Delaware limited liability
company; TEXAS CEDAR RIDGE, LLC, a
Delaware limited liability company; and
TEXAS BRICK MAZE, LLC, a Delaware
limited liability company,
Plaintiffs,
VS.
DR. RAMSON MUMBA and ESTRELLA
RAMSON ENTERPRISES, LLC, dba THE
RAMSON GROUP, a Texas limited liability
company;
Defendants.
DR. RAMSON MUMBA and ESTRELLA
RAMSON ENTERPRISES, LLC, a Texas
limited liability company, directly and
derivatively on behalf of TEXAS SUGAR
NORTH, LLC, a Delaware limited liability
company; TEXAS DOVE COVE, LLC, a
Delaware limited liability company; TEXAS
CEDAR RIDGE, LLC, a Delaware limited
liability company; and TEXAS BRICK MAZE,
LLC, a Delaware limited liability company,
Cross-Complaint Plaintiffs,
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CASE NO: CASE NO. 20-CIV-04366
UNLIMITED JURISDICTION
JURY TRIAL DEMANDED
MEMORANDUM OF POINTS IN
OPPOSITION TO MOTION TO
COMPEL THE OVERREACHING
DISCOVERY REQUESTS, ABUSIVE
DEPOSITIONS AND PROPOSED SAC
AS ACCORDING TO AND BASED ON
THE RULING OF THE NORTHERN
DISTRICT COURT OF CALIFORNIA
DATED OCTOBER 16™, 2020 AS
PRESIDED ON BY HONORABLE
JUDGE RICHARD SEEBORG IN
ORIGINALLY FILED LAWSUIT -
CASE NO: 20-CV-03645 -RS.
IDC CONFERENCE DATE SET FOR
APRIL 25™, 2022 AND INCLUDING
THE SUBSEQUENT MULTIPLE
MOTIONS AND HEARINGS SET FOR
MAY 17°, 2022, MAY 24, 2022 AND
JUNE14™, 2022.
SIGNED: APRIL 17", 2022
A
DR. RAMSON MUMBA
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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vs.
ZAINALI JAFFER; PACIFIC DIVERSIFIED
INVESTMENTS, LLC, a California limited
liability company; TEXAS SUGAR NORTH,
LLC, a Delaware limited liability company;
TEXAS DOVE COVE, LLC, a Delaware
limited liability company; TEXAS CEDAR
RIDGE, LLC, a Delaware limited liability
company; and TEXAS BRICK MAZE, LLC, a
Delaware _ limited liability | company,
BUCHALTER LAW FIRM, a Limited
Liability Company; JEFFREY JUDD, an
Individual; _ MANUEL FISHMAN, — an
Individual, LOTUS FUNG, an Individual;
NIKOLE ZOUMBERAKIS, an_ individual;
ANTOINETTE N. JOHNSON, an Individual;
GARRETT BATES, an Individual — Wealth
Manager at UBS Bank San Francisco; DEAN
CHAN, an_ Individual And GLOBAL
REALTY RGV, a Texas Real Estate Brokerage
Firm.
Cross-Complaint Defendants.
MEMORANDUM OF POINTS
lam submitting this request as the Defendant in this complaint named above. Having been
subjected to what can only be described as an abuse of judicial authority by opposing counsel, I
thought perhaps it will benefit us all in the framing of the issues, allegations and perspectives of
the dispute at hand if we can perhaps reference one of the significant and legally binding
RULINGS so far that was given in this entire legal dispute by the HONORABLE JUDGE
RICHARD SEEBORG of the Northern District of California Court.
The reason for this rather retrospective approach is that without the right perspective on
the issues at hand, the Plaintiff and his counsel have been doing everything to not only to constantly
change the theory of the case with countless conflicting narratives as I have pointed out before but
they have also tried their hardest to prosecute this case as if the Defendants were simply a bunch
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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of unknown individuals without any legal standing in these entities or authority to execute the
decisions and actions they undertook on behalf of the said entities. THE PLAINTIFFS AND
THEIR COUNSEL HAVE WORKED SO HARD TO PUSH THEIR WORKING THEORY
WHICH IS THAT — NEITHER I, RAMSON MUMBA, NOR ESTRELLA RAMSON
ENTERPRISES WERE LEGALLY MEMEBERS OF THE LLCs WHICH BY IMPLICATION
MEANS ALL OUR ACTIONS AND DECISIONS WERE BOTH ILLEGAL AND IN BAD
FAITH AGAINST THE PLAINTIFF. FURTHER IF ACCORDING TO THEM I HAVE NO
OWNERSHIP INTEREST, THEN THEY DON’T OWE MY COMPANY ERE THE MORE
ALMOST 30% OWNERSHIP STAKE WHICH AT THE TIME THEY FORCED MY
RESIGNATION WAS WORTH MORE THAN $4 MILLION — FOUR MILLION DOLLARS.
IF I AM INDEED AN OWNER OF AT LEAST A $4 MILLION EQUITY STAKE IN
THE TEXAS LLCs, AS JUDGE RICHARD SEEBORG OPINED IN THE ATTACHED
RULING WHEN HE DISMISSED THE ORIGINAL LAWSUIT THAT PDI AND JAFFER
FILED AGAINST ME, THEN WHY HAS THERE NEVER BEEN ANY
CONSIDERATION OF THE FACTS AND CONCLUSIONS THAT WERE
DETERMINED AND PROFFERED BY JUDGE SEEBORG IN THE DELIBERATIONS
OF THIS PRESENT LAWSUIT? INDEED, YOUR HONOR AS YOU WILL SEE FROM
THE ATTACHED RULING, I CONTEND THAT UNTIL ALL THE ARGUMENTS,
DISCOVERY REQUESTS AND EVEN DEPOSOTIONS AND POSSIBLE TRIAL ARE
SEEN THROUGH THE LENS OF THIS LEGALLY BINDING CURRENT RULING BY
JUDGE SEEBORG, THIS ENTIRE LAWSUIT AND LITIGATION IS PROCEEDING
UNDER A FUNDAMENTALLY FLAWED PRESMISE.
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 3 of 20TO SUMMARIZE MY POINTS, UNLESS THE FOLOWING TWO QUESTIONS ARE
ADEQUATELY ANSWERED BY THIS HONORABLE COURT, I DON’T BELIEVE THERE
CAN BE ANY JUSTICE OR FAIR ADJUDICATION OF THE MATTER AT HAND:
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1. IS JUDGE RICHARD SEEBORG LEGALLY BINDING RULING THAT
EXTRELLA RAMSON ENTERPRISES, LLC IS A CO-OWNER OF THE ASSETS
— IS THAT RULING RIGHT AND DOES IT STILL STAND OR HAS THIS
HONORABLE COURT ACCEPTED THE UNILATERAL DECISION OF THE
PLAINTIFFS AND THEIR ATTORNEYS - BUCHALTER - THAT ERE DOESN’T
HAVE AN OWNERSHIP INTEREST OR EQUITY STAKE IN THE TEXAS LLCs?
2. IF ERE WAS AND STILL IS A MEMBER AND THEREFORE CO-OWNER OF
THE TEXAS LLCs AS JUDGE SEEBORG ASSERTS IN HIS RULING, IF THAT IS
THE CASE, THEN WERE THE DECISION AND ACTIONS THAT WERE TAKEN
BY THE ERE MEMBER LEGITIMATE AND THEREFORE SHOULD NOT BE
CLASSIFIED AS THE UNAUTHORISED DEALINGS OF A TOTAL STRANGER
WITHOUT EXAMINING THE INTERACATIONS BETWEEN JAFFER AND
MUMBA OVER THE COURSE THOSE 4 MONTHS OF THE PARTNERSHIP? IF
THE COURT DOES EXAMINE THINGS THROUGH THAT LENS, THEN THE
PLAINTIFF’S ALLEGAGTION OF A TOTAL STRANGER WHO UNDER FALSE
PRETENSES TOOK OVER THE INNER WORKINGS OF THESE ENTITIES
WITHOUT THE KNOWLEDGE AND CONSENT OF THEIR REAL BUSINESS
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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OWNER AT THE TIME — THAT THEORY CAN BEGIN TO SOUND CREADIBLE
WHEN IT IS UTTER NONSENSE. NO GROWN PERSON WOULD SEND A
TOTAL STRANGER WHO IS UNAUTHORISED TO TRANSACT BUSINESS ON
THEIR BEHALF ON FOUR DIFFERENT OCCASSIONS ASKING THEM TO
PROCURE AND CLOSE ON PROPERTIES WORTH OVER $15 MILLION
DOLLARS, THEN GIVE THAT SAME STRANGER THE FULL CONTROL OF
THEIR BANK ACCOUNTS AND MANAGEMENT OF MORE THAN 401
APARTMENTS. IT JUST DOESN’T EVEN MAKE SENSE BUT THAT IS WHAT
THE PLAINTIFF AND HIS ATTORNEYS WANT THIS HONORABLE COURT TO
BELIEVE.
ONE CANNOT UNDERESTIMATE THE IMPLICATIONS OF ANSWERING THESE
TWO QUESTIONS CORECTLY AS THE CONSEQUENCES AND CONCLUSIONS THAT
STEM FROM THOSE ANSWERS INDEED FORM THE SUBSTANCE OF THIS ENTIRE
DISPUTE. NOW, BEFORE I DELINEATE THE SAID IMPLICATIONS, I WILL START BY
EXTRACTING EXCERPTS FROM JUDGE SEEBORG’S RULING ON OCTOBER 16", 2020
BECAUSE HIS REASONS FOR THE SAID RULING SPEAK FOR THEMESELVES.
ACCORDING TO JUDGE RICHARD SEEBORG:
1. JAFFFER AMD MUMBA AGREED TO GO INTO BUSINESS TOGETHER,
2. JAFFER WOULD PROVIDE THE CASH AND MUMBA THE KNOW-HOW
3. JAFFER AND MUMBA AGREED TO FORM SINGLE ASSET LLCs TO ACQUIRE
AND HOLD TITLE TO INVESTMENT PROPERTIES
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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. EACH INDIVIDUAL WOULD BE A MEMBER OF THE LLCs BY WAY OF THEIR.
ENTITY - PDI AND ERE.
. PDI AND ERE EXECUTED 4 IDENTICAL OPERATING AGREEMNTS IN THEIR
CAPACITY AS MEMBERS OF THE NEW LLCs.
. PDI PETIONED JUDGE SEEBORG ARGUING THAT ERE WAS NOT A
MEMBER OF THE TEXAS LLCs DUE TO THE FACT THAT IT HAD ONLY
MADE PARTIAL OR INCOMPLETE CAPITAL CONTRIBUTUONS.
. JUDGE SEEBORG OPINED AND CITED LEGAL PRECEDENT SHOWING THAT
PAYMENT OF A CAPITAL CONTRIBUTION IS NOT A STATUTORY
MANDATE FOR MEMBERSHIP.
» FURTHERMORE JUDGE SEEBORG SAID THERE IS NO LANGUAGE IN THE
OPERATING AGREEMNTS CONDITIONING MEMBERSHIP ON THEIR
PAYMENTS. INDEED HE POINTED TO THE REMEDIES IN THE OPERATING
AGREEMNTS FOR NON-CONTRIBUTING MEMBERS AS IRREFUTABLE
EVIDENCE THAT ERE WAS A MEMBER OF THE TEXAS LLCs. JUDGE
SEEBORD CONCLUDED BASED ON THE OPERATING AGREEMENTS THAT
NONE PAYMENT DOES NOT BAR MEMBERSHIP AND ERE IS STILL AND
WILL REMAIN A MEMBER AS LONG AS ERE IS NOT JUDICIALLY
SEVERED FROM THE TEXAS LLCs.
I HAVE ALSO ATTACHED TO THIS MEMO THE LEGAL ANALYSIS THAT MY
PERVIOUS COUNSEL — MR. MAVRICK — SENT TO BUCHALTER WHICH CONCURS
WITH JUDGE SEEBORG’S FINDINDS AND REASONS WHEN HE DIMISSED THEIR
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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FIRST LAWSUIT. I SUBMIT TO THE COURT THAT BASED ON THE CURRENT
RULING FROM JUDGE SEEBORG WHICH STILL IS THE ONLY FINAL RULING ON
THIS CASE UNTIL THIS HONORABLE CASE RULES OTHERWISE - I SUBMIT THAT
PDI, JAFFER AND BUCHALTER BY THEIR CONTINUED REFUSAL TO AFFORD
ERE ITS MEMBERSHIP RIGHTS AND PRIVILEGES ARE INDEED IN COMTEMPT
OF COURT.
FOR IT IS PRECISELY BECAUSE OF THIS =FUNDAMENTAL
MISREPRESENTATION AND CLOUDING OF THE OWNERSHIP ISSUE OF THE ERE
MEMBER OF THE TEXAS LLCs THAT THE PLAINTIFF IS BEING ALLOWED TO
OVERRACH THEIR BOUNDARIES AND PROSECUTE A NON-EXISTENT ISSUE IF
THINGS COULD ONLY BE PLACED IN THE RIGHT CONTEXT AS JUDGE RICHARD
SEEBORG’S RULING DID. WHAT I MEAN IS THAT SINCE ERE IS STILL A MEMBER
OF THE TEXAS LLCs, LEGALLY THE FOLLOWING THINGS ARE STILL TRUE:
1. PDI, JAFFER AND ERE ONLY HAVE OWNERSHIP OF THE TEXAS LLCs
ASSETS BECAUSE ERE EXECUTED ALL THE CLOSING DOCUMENTS AS A
MEMBER WITH FULL LEGAL AUTHORITY AND LEGITIMACY TO DO SO.
2. SINCE ERE IS STILL AND WILL REMAIN A MEMBER AS LONG AS ERE
IS NOT JUDICIALLY SEVERED FROM THE TEXAS LLCs, THEN PDI AND
JAFFER OWE THE ERE MEMBER MORE THAN $4 MILLION BASED ON
A NEARLY 30% OWNERSHIP STAKE AS SET OUT IN THE OPERATING
AGREEMENTS AND AS VALUES STOOD AT THE TIME ERE WAS
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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FORCED TO RESIGN. THE IRONY OF THIS ONE-SIDED CONVERSATION
ABOUT WHO OWES WHO WHATIS AT THE VERY LEAST A DIVERSIONARY
TACTIC ON PDI’S PART TO TAKE THE FOCUS AWAY FROM JAFFER’S
BRAZEN ATTEMPT TO RETAIN FOR HIMSELF THE MORE THAN $4
MILLION EQUITY STAKE WHICH BELONGS TO THE ERE MEMBER, EVEN
IN THE FACE OF JUDGE SEEBORG’S CLEAR RULING.
FOR ERE, AS THE MEMBER DESIGNATED TO OPERATE AND MANAGE THE
TEXAS LLCs, THE DECISIONS AND ACTIONS THAT WERE TAKEN BY DR.
RAMSON MUMBA WITH THE FULL AWARENESS OF PDI AND JAFFER ARE
AS VALID AS THE EXECUTED CLOSING DOCUMENTS WHICH GAVE
OWNERSHIP OF THESE ASSETS TO THE TEXAS LLCs IN THE FIRST PLACE.
JAFFER’S KNOWLEDGE AND CONSENT IS WELL DOCUMENTED IN THE
MORE THAN 200 PAGES OF TEXTS, EMAIL EXCHANGES, SPREADSHEETS
AND CONFERENCE CALLS THAT TOOK PLACE.
. THAT ALSO MEANS THE CONTRACTS THAT ERE ENTERED INTO WITH
THE KNOWLEDGE OF JAFFER AND BUCHALTER AS DOCUMENTS WILL
SHOW — THOSE CONTRACTS ARE ALSO VALID AND LEGITIMATE. THESE
CONTRACTS INCLUDE BUT ARE NOT LIMITED TO THOSE DONE WITH
CHARTREUSE INVESTMENTS INC AMONG OTHERS. WHEN YOU EXAMINE
THE CLAUSES IN THOSE MANAGEMENT CONTRACTS WITH CHARTREUSE
INVESTMENTS YOU WILL HAVE NO CHOICE BUT TO CONCLUDE THAT
ANY AND ALL ENQUIRIES, DISCOVERY REQUESTS AND PRYING INTO
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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CHARTREUSE INVESTMENTS AND ALL THE OTHER NAMED DEFENDANT
ENTITIES —- YOU WOULD HAVE TO CONCLUDE THAT PDI, JAFFER AND
BUCHALTER HAVE NO RIGHT TO DO SUCH THINGS BASED ON THESE
LEGITIMATELY EXECUTED CONTRACT AND THE CLAUSES AND
PROVISIONS THEY CONTAINS. THAT IS WHY BUCHALTER HAS DONE
EVERYTHING TO BURRY THIS EVIDENCE AND CORRECT NARRATIVE OF
REALITY. BASED THESE WE OPPOSE THE DISCOVERY REQUESTS AND
DEPOSITIONS AS PROFFERED BY THE PLAINTIFF AND HIS ATTORNEYS.
THE MANAGEMENT CONTRACTS ARE JUST AS VALID AS THE PROPERTY
CLOSING DOCUMENTS BECAUSE BOTH WERE EXECUTED BY RAMSON
MUMBA IN HIS CAPACITY AS MEMBER AND OFFICER IN CHARGE OF
OPERATIONS WITH THE FULL KNOWLEDGE AND CONSENT OF PDI AND
JAFFER AS THE DOCUMENTS WILL SHOW SHOULD WE GO TO TRIAL.
IT ALSO MEANS THAT THESE THIRD PARTY CONTRACTS WERE AND
STILL ARE BINDING ON THE TEXAS LLCs BECAUSE THEY WERE LEGALLY
EXECUTED AND RATIFIED BY THE ERE MEMBER ON THEIR BEHALF. PDI
AND BUCHALTER AS THE DOCUMENTS WILL SHOW FOR MORE THAN 4
MONTHS WAS CONTENT AND SATISFIED TO GET THE BENEFITS OF THESE
SAID THIRD PARTY CONTRCATS AND ON SO MANY OTHER ACCASSIONS
CONGRATULATED THE DEFENDANTS FOR WORK WELL DONE.
SINCE THESE THIRD PARTY CONTRACTS ARE LEGALLY BINDING ON THE
TEXAS LLCs, ANY OVER-REACH BY PDI, JAFFER AND BUCHALTER INTO
THESE THIRD PARTY ENTITIES IS ILLEGAL AND COMPLETELY
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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ILLEGITIMATE. THAT INCLUDES THE DISCOVERY REQUESTS INTO THESE
ENTITES AND THE ABUSIVE DEPOSITIONS THAT HAVE JUST TAKEN
PLACE DURING THE LAST FEW DAYS.
UNTIL THIS HONORABLE COURT DECIDES TO SET ASIDE OR ISSUE A
NEW RULING THAT IS CONTRARY TO THAT OF JUDGE SEEBORG,
THESE CONTRACTS SHOULD BE DEEMED BINDING AND LEGITIMATE.
WE CONTEND BASED ON JUDGE SEEBORG’S RULING THAT PDI, JAFFER
AND BUCHALTER HAVE NO RIGHT TO PRY INTO THE PRIVATE DEALINGS
OF ALL THE SUB CONTRACTED ENTITIES. CONSEQUENTLY, PDI AND
OPPOSING COUNSEL’S INVESTIGATIONS OF, DOCUMENTATION AND
CHARTS ABOUT WHAT THESE PRIVATE COMPANIES DID INTERNALLY IS
NOT ONLY AN OVERREACH BUT ALSO ILLEGAL.
CONSIDERATION BY WAY A CONTRACTS WAS GIVEN TO THE TEXAS
LLCs AND PERFORMANCE WHICH CAN BE SHOWN WITH
PHOTOGRAPHS, VIDEOS AND THIRD PARTY TESTIMONIALS OF THE
REHABILITATION WORK THAT WAS BEING CARRIED OUT BY THESE
PARTY ENTITIES UNTIL PDI AND JAFFER DECIDED TO PREMATURELY
TERMINATE THE RELATIONSHIP. INCIDENTALLY BOTH JAFFER AND
BUCHALTER HAVE THESE SAME PICTURES AND VIDEOS OF THE
WORK THAT WAS CARRIED OUT IN THEIR POSSESSION AND I
CHALLENGE THEM TO DENY THESE FACTS UNDER OATH.
. FURTHER WE CONTEND THAT THE PROVISIONS OF THE CONTRACTS
WITH THIRD PARTY ENTITIES WHICH DEAL WITH WRONGFUL
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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11.
12.
13.
TERMINATION HAVE ALSO BEEN ACTIVATED AND THEREFORE ITS
ILLEGAL FOR PDI, JAFFER AND BUCHALTER TO BE ALLOWED FREE REIN
INTO THESE ENTITIES’ PRIVATE DEALINGS AND RECORDS.
FOCUSING ON THE PHYSICAL MONIES IN THE LLCs TO THE NEGLECT
OF THE $4 MILLION EQUITY WHICH IS OF EVEN GREATER VALUE IS
THE INJUSTICE WHICH PDI, JAFFER AND BUCHALTER HAVE
AFFLICTED ON THE ERE MEMBER AND RAMSON MUMBA.
IF PDI WAS INTERESTED IN A REAL SETTLEMENT, THEY WOULD HAVE
LOOKED AT THESE REAL COLD FACTS AND ACCCEPTED ERE’S OFFER TO
CONSIDER BOTH SIDES OF THE LEDGER AND PART WAYS AMICABLY.
WHAT WILL NEVER BE RIGHT OR LEGALLY FAIR IS FOR PDI, JAFFER AND
BUCHALTER TO CONTINUE TO HOLD ONTO MORE THAN $4 MILLION
WORTH OF EQUITY THAT BELONGS TO ERE AND AT THE SAME TIME ACT
AS THEY ARE THE ONES WHO HAVE BEEN WRONGED.
SINCE ERE OWNERSHIP INTEREST WAS ESTABLSHED AT THE EXECUTION
OF THE OPERATING AGREEMENTS - AT SIGNING - NONE OF ALL THE
THEATRICS OF PDI, JAFFER AND BUCHALTER WILL EVER ALTER THE
VALUE OF THE EQUITY OWNED BY ESTRELLA RAMSON ENTERPRISES,
LLC AND JUDGE RICHARD SEEBORD’S RULING IS STILL THE FINAL
WORD ON THAT ISSUE UNTIL THIS HONORABLE COURT SETS OUT A
NEW RULING TO THE CONTRARY.
. APART FROM BEING PAID MORE THAN $100,000 — ONE HUDRED
THOUSAND DOLLARS TO CARRY OUT DUE DILIGENCE WHICH THEY DID
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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15.
16.
AND APPROVED OF ALL THESE TRANSACTIONS, ANOTHER REASON
BUCHALTER HAS TO BE ADDED TO THE LIST OF DEFENDANTS IS
BECAUSE EVEN AFTER HAVING THIS RULING FROM JUDGE SEEBORG,
THEY HAVE CONTINUED TO ACT IN COMTEMPT OF COURT BY
BRAZENLY DENYING ERE ITS MEMBERSHIP RIGHTS. ONE OF
BUCHALTER OFFICERS, MANUEL FISHMAN, WAS AND MAY STILL BE A
BOARD MEMBER FOR PDI AND INDEED TO THIS DAY BUCHALTER
CONTINUES TO GET PAID HUGE SUMS OF MONEY TO ESSENTIALLY
CONTRADICT THEMSELVES HAVING APPROVED ALL THE ABOVE
TRANSACTIONS AND THE REHAB WORK DONE AS MANY DOCUMENTS
WILL SHOW.
BUCHLATER IN THE MIDDLE OF THIS LAWSUIT HAVE ALSO BEEN
SECRETLY HELPING THEIR CLIENT IN TRYING TO DISPOSE OF THE TEXAS,
LLCs ASSETS — MY PART OWNED ASSETS - AT A PROFIT AS PER THE SALES
CONTRACT I ATTACHED TO MY MOTION TO OPPOSE THE EXPEDITED
HEARING ON THE LEAVE TO FILE SAC. BUCHALTER ARE FACILITATING
THE TRANSFER OF MY OWNERSHIP INTEREST AND EQUITY STAKE IN THE
TEXAS LLCs TO THEIR CLIENTS, PDI AND JAFFER. HOW IS THIS NOT A
CLEAR CONFLICT OF INTEREST?
BUCHALTER AND PDI’S REFUSAL TO HAND OVER THE BOOKS OF THE
TEXAS LLCs FOR MY INSPECTION IS ILLEGAL AND A COMTEMPT OF
JUDGE SEEBORG’S ORDER WHICH CLEARLY SAID I AM A MEMBER OF
THE TEXAS LLCs. THIS IS ALSO WHY THEY CAN AFFORD TO FABRICATE
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
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dade
THEIR OWN SET OF FACTS AND MISREORESENTATIONS ABOUT THE
TRUMPED-UP LOSSES — WHICH ARE ACTUALLY PROFITS BASED ON THE
CONTRACT PRICE — THAT THEIR CLIENT IS SUPPOSSEDEDLY SUFFERING.
BUCHALTER ARE THE PERFECT ACCOMPLICE THAT PDI AND JAFFER
NEED TO FACILITATE THE TAKING AWAY OF MY ASSETS IN THE
TEXAS LLCs. IF THIS IS NOT A CLEAR CONFLICT OF INTEREST THEN I
DON’T KNOW WHAT CONSTITUTES ONE. HOW MANY TIMES ARE
BUCHLATER GOING TO ‘CURE’ THE DEFICIENCIES IN THEIR COMPLAINTS,
BY THEIR OWN ADMISSION? ONLY BY BEING MADE DEFENDANTS WILL
THEY BE MADE TO FULLY ACOUNT FOR THEIR ACTIONS. BUCHALTER
HAVE GLARING CONFLICTS OF INTEREST WHICH AT THE VERY
LEAST SHOULD MAKE THEM RECUSE THEMSELVES FROM THIS CASE
IF THERE IS TO BE ANY SEMBLANCE OF FAIRNESS OR JUSTICE
SETTLEMENT TO BE REACHED.
SINCE JUDGE RICHARD SEEBORG’S RULING IS STILL THE ONLY
RULING IN THIS CASE UNTIL SUCH A TIME AS IT IS CHALLENGED, I
SUBMIT TO THE HONORABLE COURT THAT PDI AND JAFFER OWE
ESTRELLA RAMSON ENTERPRISES, LLC MORE THAN $4 MILLION
WRAPED UP IN THE EQUITY/COLLATERAL OF THE TEXAS LLCs. THIS
LITIGATION HAS TO ACCOUNT FOR THESE TWO SIDES OF THE
LEDGER IF THERE IS TO BE ANY FORM OF JUSTICE AND FAIRNESS IN
ADJUCATING AND RESOLVING THIS DISPUTE. FAILURE TO ADDRESS
AND REMEDY THE ISSUE OF PDI OWING ERE THE SAID MORE THAN
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 13 of 20$4 MILLION WHILE ACCOMMODATING THEIR CLAIMS WHICH ARE
ALREADY ACCOUNTED FOR BY THE CONSIDERATION GIVEN IN THE
EXECUTED THIRD PARTY CONTRACTS - THAT FAILURE IS AND
WOULD BE A GROSS MISCHARACTERIZATION OF THE REAL
SUBSTANCE OF THIS DISPUTE AND A GROSS MISCARRIAGE OF
JUSTICE. WHEN WILL JAFFER GIVE BACK THE $4 MILLION STAKE TO
ERE. LETS DEAL WITH THAT ISSUE FIRST.
18. IN LIGHT OF THESE FACTS, IT BECOME QUITE SELF-EVIDENT THAT
THE REAL ISSUE IN DISPUTE IS ONE OF PDI AND JAFFER TRYING TO
TAKE FROM BOTH SIDES OF THE LEDGER AND REFUSING TO
ACKNOWLEDGE THE VALIDITY OF ERE MEMBERSHIP OF THE TEXAS
LLCs AND OWNERSHIP OF THE ASSETS IN DISPUTE — ALL THIS IN
DIRECT VIOLATION OF JUDGE SEEBORG’S RULING. FURTHER IN AN
EFFORT TO FURTHER CLOUD THE ABOVE STATED REAL ISSUE, THE
THE PLAINTIFFS AND THEIR ATTORNEYS HAVE GONE AROUND
CHANGING THEIR THEORY THE CASE AND NARRATIVE MORE THAN
6 TIMES BUT THESE FACTS ARE SELF-EVIDENT AND NO AMOUNT OF
SPIN AND THREATS OF FRUAD ALLEGATIONS WILL ALTER SUCH A
CLEARLY VISIBLE AND RATIONAL SELF EVIDENT REALITY OF THE
EVENTS THAT TRANSPIRED DURING THE BUSINESS PARTNERSHIP.
WIHOUT THIS PERSPECTIVE, PDI, JAFFER AND BUCHALTER WILL
CONTINUE TO TURN THIS EVRY SERIOUS LAWSUIT INTO A CIRCUS OF
THEIR OWN DRAMATIZATION AND IMAGINARY NARRATIVES.
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THE QUESTION OF KNOW-HOW AND MY EXPERIENCE
THE EVIDENCE OF OUR WORK ON THE SAID TEXAS LLCs CAN BE AND WILL
ATTESTED TO BY DOZENS OF PEOPLE IF WE ARE TO END UP GOING TO TRIAL. THIS
WILL INCLUDE THE SUB-CONTRACTORS WHO WORK ON THE REHAB PROJECTS,
TENANTS WHO WERE MOVED INTO NEWLY REFURBISHED UNITS, PEOPLE WHO
WORKED FOR THE TEXAS LLCs AND MANY MANY OTHERS. INDEED PDI, JAFFER
AND BUCHALTER ALREADY HAVE IN THEIR POSSESSION PHOTOGRAPHS, VIDEOS
AND TESTIMONIALS FROM PEOPLE ATTESTING TO THE QUALITY OF OUR WORK
AND THEY THEMSELVES ARE ON THE RECORD COMMENTING ON HOW BRILLIANT
OUR PRODUCTION WAS.
SINCE SO MUCH OF MY EXPERIENCE HAS BEEN QUESTIONED, IF THE COURT
WILL ALLOW ME, I WILL SIMPLY STATE THAT MY LIFE’S WORK IS A MATTER OF
PUBLIC RECORD. HAVING BEEN ON TELEVISION IN MORE THAN 120 COUNTRIES
FOR MORE THAN 20 YEARS, I WAS BLESSED TO BUILD AN ORGANISATION AND
STRUCTURES ON 5 CONTINENTS AROUND THE WORLD. AMONG SOME OF MY
PROUDEST WORK AND MOMENTS WAS THE PRIVILEGE I HAD WHEN ALMOST 15
YEARS AGO THE ORGANISATION, WHICH I FOUNDED AND RUN, PURCHASED
AND RESTORED THE PRESITIGOUS FORMER HOME OF THE BBC CONCERT
ORCHESTRA IN LONDON, UNITED KINGDOM - THE HIPPODROME. THE
HIPPODROME IS SUCH A DISTINGUISED NATIONAL TREASURE OF A PROPERTY
SUCH THAT IT IS LITERALLY ON THE ENGLISH HERITAGE REGISTER AND MY
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 15 of 2010
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ORGANISATION UNDER MY SUPERVISION WERE ABLE TO UNDERTAKE SUCH
RESTORATIVE WORK FROM INTERIOR REDESIGN TO CONSTRUCTION WHILE
MEETING ALL THE EXTREMELY STRINGENT STANDARDS AS DICTATED TO BY
THE ENGLISH HERITAGE FOUNDATION AND HAVING DONE SO WE OBTAINED
ALL THE REQUISITE CERTIFICATES OF OCCUPANCY. IN FACT, UP UNTIL A FEW
YEARS AGO, MY LONDON OFFICE WAS BASED IN THE HIPPODROME. THIS IS A
MATTER OF PUBLIC RECORD AND GOOGLE CAN ASSIST IF ANYONE IS IN DISPUTE.
THIS PROJECT RUN INTO THE MILLIONS OF DOLLARS WITH RESPECT TO THE
BUDGET AND NEEDLESS TO SAY THAT I HAVE DONE OTHER SUCH PROJECTS
SINCE THE HIPPODROME. SO WHEN PDI, JAFFER AND BUCHALTER QUESTION MY
EXPERIENCE, I WILL JUST LET THE PHOTOS, VIDEOS, TESTIMONIALS THAT THEY
ALREADY HAVE AND NOW THIS PUBLIC RECORD I HAVE SPOKEN ABOUT HERE
TELL MY STORY. OTHERWISE THEY SHOULD FEEL FREE TO DISPUTE THESE FACTS
UNDER OATH. IT WAS THEREFORE NOT BEYOND THE SCOPE OF MY SKILLSET TO
DO THE EVEN LESSER INTRICATE WORK OF THE TEXAS LLCs TO REHABILITATE
SOME APARTMENT BUILDINGS WHICH I HAD ALEARDY DONE IN THE PAST
BEFORE AND INDEED DID GO ON TO DO ON THE TEXAS LLCs AS THE RECORD WILL
SHOW.
CONCLUSION AND SUBMISSIONS
REGARIDING THE DEPOSITIONS AND THE DEFENDANT’S ELECTION IN MY
CAPACITY AS THE ASSIGNEED CORPORATE REPRESENTATIVE OF THE COMPANIES
WHICH WHERE BEING DEPOSED - THE ELECTION TO INVOLKE MY FIFTH
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 16 of 2010
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AMENDMENT CONSTITUTIONAL PRIVILEGE - I SUBMIT TO THE HONORABLE
COURT THAT, THAT INVOLCATION IS A PERFECTLY LEGALLY ACCEPTABLE
OPTION AND CARRIES NEITHER SANCTION, PENALTY OR THE CONSEQUENCE OF
GETTING OUR COMPLAINT DISMISSED AS THE PLAINTIFF’S ATTORNEY WOULD
MISTAKENLY ALLEGE. THE LAW ONLY REQUIRES A REPRESENTATIVE TO ATTEND
THE SAID DEPOSITIONS AND THE ENTITIES COMPLIED WITH THAT.
AS THE COURT ALREADY KNOWS, ONE’S INVOLCATION OF THEIR FIFTH
AMENDMENT RIGHTS IS NOT AN ADMISSION OF GUILT BUT RATHER FOR THEIR
OWN PROTECTION ESPECIALLY IN SITUATIONS SUCH AS WE JUST WITNESSED
THESE LAST FEW DAYS WHERE THE DEPOSITIONS WERE NOTHING SHORT OF
ABUSIVE, OFFENSIVE AND DESIGNED TO CREATE POTENTIALLY INCRIMINATING
MATERIALS. I HOPE THE HONORABLE COURT GETS THE OPPORTUNITY TO REVIEW.
THE ENTIRE TRANSCRIPTS SO THEY COULD ARRIVE AT THEIR OWN CONCLUSION,
ESPECIALLY NOW THAT THIS ENTIRE DISPUTE HAS BEEN SET IN ITS PROPER
CONTEXT AND HOPEFULLY WE DON’T GET LOST AGAIN IN THE SENSENTIONALLY
FABRICATED NARRATIVES THAT OPPOSING COUNSEL HAVE BEEN ERRONEOUSLY
PEDDLING WHICH DON’T EVEN MEET RATIONAL COMMON SENSE STANDARDS.
FOR ALL THE REASONS SETFORTH ABOVE, I AM CONTENDING THAT
THE WHOLE APPROACH AND LATITUDE BEING AFFORDED TO PDI, JAFFER
AND BUCHALTER IS A VIOLATION OF AN ALREADY ESTABLISHED RULING
FROM THE NORTHERN DISTRICT OF CALIFORNIA BY JUDGE RICHARD
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 17 of 2010
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SEEBORD. THIS IS A FABRICATED COTROVESY WHICH IF THE PLAINTIFF’S
GENEUINE INTENTION IS TO ARRIVE AT AN EQUITABLE AND AMICABLE
SETTLEMENT, THEY CANNOT BE UNILATERALLY ALLOWED TO DETERMINE THAT
IAM NOT A MEMBER OF THE TEXAS LLCs AND THEREFORE ACCORDING TO THEM
NOT A CO-OWNER OF THE ASSETS. THAT WOULD BE A CONTINUATION OF THE
VIOLATION OF THIS RULING THAT’S ALREADY IN PLACE ON THIS PARTICULAR
ASPECT OF THE CASE BY A DISTRICT JUDGE.
FURTHERMORE, BRANDISHING HUGE NUMBERS IN BANK ACCOUNTS
WHILE IGORING THE CONTEXT AND CONTRACTS THAT UNDERPIN THEM AND
SERVE AS CONSIDERATION IS NOTHING BUT JUDICIAL THEATRICS AND I HOPE
THIS MEMO BASED ON JUDGE SEEBORG’S RULING THAT HAS ALREADY BEEN
ISSUED WILL HELP BRING US BACK TO THE RIGHT PERSPECTIVE ON THE ISSUES
AT HAND. WITHOUT THIS UNDERSTANDING OF THE ISSUES AS FRAMED BY JUDGE
RICHARD SEEBORG, PDI, JAFFER AND BUCHALTER WILL CONTINUE TO
PROSECUTE A CASE OF THEIR OWN FABRICATION WHILE REMAINING IN CLEAR
COMTEMPT OF AN EXISTING COURT RULING. THEREFORE, I RESPECTFULLY URGE
THIS HONORABLE COURT NOT TO HELP FACILITATE THIS ABUSE OF JUDICIAL
POWER BY BECAUSE THE TRUTHS SETFORTH HEREIN ARE BOTH SELF-EVIDENT
AND LOGICAL AS OPPOSED TO THE UNBELIEVABLY NONSENSICALLY ILLOGICAL
ALLEGAGTION OF AN UNKNOWN COMPLETE STRANGER GETTING HOLD OF THE
PLANITIFFS AND THEIR RESOURCES AND EXECUTING SO MANY CONTRACTS AND
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 18 of 2010
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TRANSACTIONS ON THEIR BEHALF WITHOUT THEIR KNOWLEDGE, CONSENT AND
PARTICIPATION AS PDI, JAFFER AND BUCHALTER WANT US TO BELIEVE.
I AM THEREFORE I RESPECTIVELY REQUESTING THAT PDI, JAFFER AND
BUCHALTER’S BE MADE TO ACCOUNT FOR THE $4 MILLION EQUITY THAT THEY
HAVE UNILATERALLY SEIZED FROM ERE EVEN AGAINST THE RULING ISSUED BY
JUDGE RICHARD SEEBORG. IF WE CAN ADDRESS BOTH ISSUES WITH HONESTY
AND GOOD FAITH, I BELIEVE WE WILL REOLVE THIS ISSUE QUICKLY WITH NO
NEED FOR A PROTRACTED LAWSUIT OR TRIAL, WHICH WE ARE PREPARED FOR IF
WE MUST GO IN THAT DIRECTION.
THANK YOU FOR YOUR KIND CONSIDERATION AND ATTENTION IN THIS
MATTER.
Respectfully submitted,
fot
DR. RAMSON MUMBA
Defendant
3335 Chartreuse Way
Houston, Texas 77082
713-515-7765
ramson@theram: songroup.com
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 19 of 2010
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PROOF OF SERVICE
I hereby certify that a true and correct copy of the above and foregoing document was
served VIA EMAIL, on the date of set forth below, in accordance with the California Rules of
Civil Procedure upon the following:
MEMORANDUM OF POINTS IN OPPOSITION TO MOTION TO COMPEL THE
OVERREACHING DISCOVERY REQUESTS, ABUSIVE DEPOSITIONS AND
PROPOSED SAC AS ACCORDING TO AND BASED ON THE RULING OF THE
NORTHERN DISTRICT COURT OF CALIFORNIA DATED OCTOBER 16", 2020 AS
PRESIDED ON BY HONORABLE JUDGE RICHARD SEEBORG IN ORIGINALLY
FILED LAWSUIT - CASE NO: 20-CV-03645 -RS.
IDC CONFERENCE DATE SET FOR APRIL 25", 2022 AND INCLUDING THE
SUBSEQUENT MULTIPLE MOTIONS AND HEARINGS SET FOR MAY 17", 2022,
MAY 2474, 2022 AND JUNE14™, 2022.
JEFFREY JUDD — jjudd@buchalter.com VINCENT TONG
JULIAN PETE MACK - pmack@buchalter.com TONG LAW
RANDALL MANVITZ — rmanvitz@pbuchalter.com vincent@tong-law.com
BUCHALTER,
ATTORNEYS FOR PLAINTIFFS ATTORNEY FOR DEFENDANT
AS
DR. RAMSON MUMBA
Defendant
April 17", 2022.
Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California
Page 20 of 20United States District Court
Northern District of California
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Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 1 of 4
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
PACIFIC DIVERSIFIED INVESTMENTS,
LLC, et al., Case No. 20-cv-03645-RS
Plaintiffs,
ORDER OF DISMISSAL FOR LACK
v. OF SUBJECT MATTER
JURISDICTION
RAMSON MUMBA, et al.,
Defendants.
According to the First Amended Complaint (“FAC”), Zain Jaffer and Ramson Mumba met
at a Florida real estate investors’ conference and agreed to go into business together. Jaffer would
provide the cash and Mumba the know-how. To carry out their investment scheme, Jaffer and
Mumba agreed to form single-asset LLCs to acquire and hold title to investment properties. Each
individual would be a member of the LLCs by way of an entity; Jaffer’s investment company
Pacific Diversified Investments, LLC (“PDI”) and Mumba’s affiliate Estrella Ramon Enterprises,
LLC (“ERE”) executed four essentially identical! Operating Agreements over the course of about
four months. Soon after the formation of the youngest LLC, the dominoes began to fall.
Invoking diversity jurisdiction pursuant to 28 U.S.C. § 1332, Plaintiff PDI filed an
assortment of state law claims in federal court on June 1, 2020. PDI filed an FAC on August 13,
2020, which purported to join four new Plaintiffs: Texas Sugar North, LLC; Texas Dove Cove,
LLC; Texas Cedar Ridge, LLC; and Texas Brick Maze, LLC (collectively the “Texas LLCs”).
' Because all four Operating Agreements are, in all material terms, identical, they will be referred
to collectively.United States District Court
Northern District of California
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Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 2 of 4
Upon review of the FAC, it became clear that the addition of the Texas LLCs imperiled complete
diversity of the parties. PDI is a California citizen. ERE is a Texas citizen. Because LLCs are
citizens of all the states of which their members are citizens, the Texas LLCs are, seemingly,
citizens of both Texas and California. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d
894, 899 (9th Cir. 2006). At least one Defendant, Chartreuse Investments, Inc., for example, is
also a citizen of Texas, making it appear as though both a plaintiff and defendant are citizens of
Texas.”
In response to an Order to Show Cause why the matter ought not be dismissed for lack of
jurisdiction, Plaintiffs asserted that ERE never paid the capital contributions contemplated by the
Operating Agreements. As a result, they maintain that ERE is not, and never became, a member of
the Texas LLCs. ERE rejoins that, by the plain meaning of the terms of the Operating Agreements,
payment of capital contributions was not a condition precedent to membership. In light of the
fundamental presumption that federal courts lack subject matter jurisdiction, the action must be
dismissed for lack of jurisdiction.
Under California choice of law principles, Delaware law governs this dispute because all
four of the Texas LLCs were incorporated in Delaware. See Cal. Corp. Code § 17708.01(a) (“The
law of the state or other jurisdiction under which a foreign limited liability company is formed
governs . . . [t]he organization of the limited liability company, its internal affairs, and the
authority of its members and managers.”). The terms of an operating agreement determine who or
what entity becomes a member and when. Del. Code Ann. tit. 6, § 18-301 (West 2020). Payment
of a capital contribution is not statutorily mandated. /d. at § 18-301(d).
Plaintiffs have failed to identify any textual basis for their contention that payment of a
capital contribution was a condition precedent to membership. Plaintiffs refer only to an
apparently inadmissible pre-execution, negotiation understanding that “PDI made clear that it
would not enter into an operating agreement unless and until ERE paid its initial capital
? It is undisputed that all the other individual and entity Defendants are not citizens of California.
ORDER OF DISMISSAL FOR LACK OF SUBJECT MATTER JURISDICTION
Case No. 20-cv-03645-RS
2United States District Court
Northern District of California
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Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 3 of 4
contributions.” Plaintiffs’ Response to Order to Show Cause RE: Diversity Jurisdiction at 3.
Nevertheless, while the contributions are described as “required” throughout the Operating
Agreements, there is no language conditioning membership on their payment. On the contrary,
article 3.3 of the Operating Agreements prepares for non-payment: a delinquent party is deemed a
“Non-Contributing Member.” Additionally, article 3.3 permits PDI, in its sole discretion, to
declare a “Non-Contributing Member” in default and pursue remedial measures such as
divestment of voting and approval rights. Together, these provisions suggest that it is not only
possible, but anticipated, that a duly recognized member might fail to make the required
contributions. Non-payment carries consequences, but it does not bar membership.
Plaintiffs advance one other, unavailing argument: resolution of the jurisdictional question
in Defendants’ favor denies them the opportunity to prove that ERE never gained membership.
The Operating Agreements, which are contracts requiring ERE and PDI’s mutual assent, designate
ERE as a member; however, PDI’s assent to the Operating Agreements was, by Plaintiff's
assertion, secured by fraudulent representations about the payment of required capital
contributions. Therefore, if Plaintiffs succeed on the merits to show that ERE committed fraud to
secure PDI’s consent to the terms of the Operating Agreements, ERE will no longer be a member
and diversity will remain complete.
This thorny, temporal problem emphasizes, rather than undermines, the proposition that
subject matter jurisdiction does not exist. In stating ERE “will no longer be a member” of the
Texas LLCs on a showing that ERE fraudulently induced PDI’s assent, PDI essentially admits that
ERE is now, and will remain, a member, as long as it is not judicially severed from the Texas
LLCs. Plaintiff's Response to Briefing RE: Diversity Jurisdiction at 3. By their own admission,
then, Plaintiffs acknowledge that “diversity will be complete” only upon a showing that ERE
committed fraud to become a member of the Texas LLCs. /d. The issue is, thus, one on which a
federal court cannot opine.
Article 3.3 of the Operating Agreement imbues PDI with the authority to remedy non-
contribution of another Member. Election of one of the three enumerated remedies “shall not be a
ORDER OF DISMISSAL FOR LACK OF SUBJECT MATTER JURISDICTION
Case No. 20-cv-03645-RS
3United States District Court
Northern District of California
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Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 4 of 4
waiver or limitation of the right to pursue an additional or different remedy available hereunder or
of law or equity.” E.g., Limited Liability Company Operating Agreement of Texas Sugar North,
LLC, article 3.3(a). It is indisputable, then, that PDI has the right to pursue judicial action, just not
in this court of limited jurisdiction. For the reasons set forth above, the action must be dismissed.
Accordingly, all pending motions are denied as moot.
IT IS SO ORDERED.
Dated: October 16, 2020
‘e,
RICHARD SEEBORG
United States District Judge
> The question of whether ERE did or did not, as a factual matter, pay any capital contributions
remains undecided.
ORDER OF DISMISSAL FOR LACK OF SUBJECT MATTER JURISDICTION
Case No. 20-cv-03645-RS
4MAVRICK LAW FIRM
BUSINESS, EMPLOYMENT, NON-COMPETE, AND TRADE SECRET LITIGATION
WEBSITE: WWW.MAVRICKLAW.COM
1620 WEST OAKLAND PARK BOULEVARD; SUITE 300
FORT LAUDERDALE, FLORIDA 33311
TELEPHONE: (954) 564-2246
E-MAIL: PETER@MAVRICKLAW.COM
August 21, 2020
BY EMAIL (dzarchy@buchalter.com; jjudd@buchalter.com)
Daniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq.
Buchalter Law Firm
55 Second Street
Suite 1700
San Francisco, California, 94105-3493
Re: Estrella _Ramson_ Enterprises, LLC’s_ membership in the Texas Limited
Liability Companies.
Dear Messrs. Daniel Zarchy and Jeffrey Judd:
This correspondence responds to your letter of August 7, 2020 concerning records
inspection (Records Response) as well as the August 18, 2020 cease and desist letter (Cease
and Desist). Both of these letters are fundamentally founded upon the inaccurate premise
that Estrella Ramson Enterprises, LLC (ERE) is no longer a member of the Texas Limited
Liability Companies. As exhibited below, ERE is clearly a member of the Texas LLCs.
The continued reliance on a patently bogus pretext only highlights Pacific Diversified
Investments, LLC’s (PDI) bad faith denial of ERE’s membership.
As a preliminary matter, the extraordinary allegations made in the Cease and Desist did not
occur. Dr. Ramson Mumba performed a brief inspection of some of the properties and
asked tenants about the improvements and maintenance (or lack thereof) being performed
on the properties. Contrary to your accusation, Dr. Mumba did not encourage tenants to
“join him,” nor suggest to tenants that they not pay rent. ERE is a co-owner of these entities
through its membership in the Texas LLCs. As reflected in Inspection Demand letters
dated July 29, 2020 and August 4, 2020 letter, ERE/Dr. Mumba is concerned with the
financial health and operation of the Texas LLCs. Dr. Mumba has no incentive to sabotage
his own companies.
The basis of the Cease and Desist is that Dr. Mumba purportedly has no right to visit these
Texas properties. PDI has no basis to deny another member and manager’s designated
agent from accessing the Texas LLCs’ property. PDI can no more lawfully bar ERE’s
agent than ERE can lawfully bar PDI’s agent.Daniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq.
August 21, 2020
Page 2 of 4
The Records Response makes the incredible assertion that ERE was never a member of the
Texas LLCs. To justify this conclusion, the Records Response cites to Del. Code Ann. tit.
6, § 18-301 (a)(2). Section 18-301 does not provide any justification to deny ERE’s
membership.
(a) In connection with the formation of a limited liability company, a
person is admitted as a member of the limited liability company upon the
later to occur of:
(1) The formation of the limited liability company; or
(2) The time provided in and upon compliance with the limited
liability company agreement or, if the limited liability company
agreement does not so provide, when the person's admission is
reflected in the records of the limited liability company or as
otherwise provided in the limited liability company agreement.
Del. Code Ann. tit. 6, § 18-301. The plain wording of subsection (2) provides that a limited
liability company may contain a provision that membership is contingent upon some
action. This understanding is confirmed by Delaware cases. Perry v. Neupert, CV 2017-
0290-JTL, 2019 WL 719000, at 31 (Del. Ch. Feb. 15, 2019) (“Section 18-301 defers in the
first instance to the operative LLC agreement. The Company's LLC agreement did not
address the admission of new members, so the default rule applies”); Hulstrunk v. UltraCell
Insulation, LLC, 2:17-CV-232, 2018 WL 8452557, at 3 (D. Vt. July 18, 2018) (interpreting
the phrase “time provided in and upon compliance with the limited liability agreement” to
refer to a section in the operating agreement which specifically made membership
contingent upon certain action).
Therefore, for this section to have any effect on ERE’s membership, there necessarily
would have to be a corresponding provision in the Operating Agreements which would
specifically make membership contingent on capital contributions. The Texas LLCs’
Operating Agreements, which Buchalter drafted, contain no such provision. Section 3.3 of
the Operating Agreements specifically delineates the remedies available when a “member
fails to make, in a timely manner, a// or any portion of any Capital Contribution [...].”
None of these remedies involves a purported revocation of membership. In fact, it should
be clear from § 3.3 that the obligation to make capital contributions arises from one’s
membership in the Texas LLCs, not the other way around. Most prominently, § 3.3 refers
to a person who specifically has not paid its capital contribution as a “Non-Contributing
Member.”
If membership were contingent upon full payment of a capital contribution, then the parties
who executed the Operating Agreements would not be members at the time of their
execution. However, the Operating Agreements clearly indicate that the initial executing
parties became or already were members of the Texas LLCs when they executed the
Operating Agreements. Sections 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 13.1,
13.2, 13.3, 13.6, 13.8, 13.11, 13.14, and 13.17 are all provisions which only make sense ifDaniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq.
August 21, 2020
Page 3 of 4
they were intended for the executing parties. These provisions refer to these parties
specifically as “members.” E.g. § 12.7 (“The Member has been advised to consult with
the Member’s own attorney regarding all legal matters concerning an investment in the
Company and the tax consequences of participating in the Company, and has done so, to
the extent the Member considers necessary”) and § 13.6 (“In the event any claim is made
by any Member relating to any conflict, omission[,] or ambiguity in this Agreement [...]”).
The Operating Agreements state ERE is a member of each LLC. The Operating
Agreements do not condition membership in the LLCs on payment. There are multiple
references throughout the Operating Agreements which state that ERE is a member. The
Operating Agreements at § 1.20 (defining “ERE Member”); § 4.1 (“The Members of the
Company and their addresses are listed on Exhibit A.” Exhibit A provides that ERE is a
member); §4.4 (stating that “Exhibit A” is the limited liability company’s record of
members); signature page (showing ERE signed as a “member”).
Furthermore, PDI has at all times treated ERE as a member. In addition to the
correspondence between the parties, the documents associated with the closing of each of
the Texas real properties affirm ERE as a member. Buchalter drafted and provided the
“Written Consent of Members” for each limited liability company as part of the purchase
of the Texas real property. These consent documents provided the limited liability
companies with the authorization to purchase the Texas real properties. Each affirmed that
ERE was a member of the respective Texas LLC. As proof of PDI and ERE’s membership
and authority, Buchalter attached the Texas LLC’s Operating Agreements. Buchalter also
approved on behalf of PDI the remainder of the closing documents, many of which were
executed by ERE in its capacity as member of the Texas LLCs. This includes the HUD-1
Attachments, waivers of inspection, and closing affidavits.
Even if, hypothetically, membership were contingent on a capital contribution, the
evidence of ERE’s contribution is already manifest and in your possession. Exhibit A of
the Texas Sugar North LLC Operating Agreement specifically provides that the moneys
that ERE had already expended consisted of “advanced costs.” Exhibit A in each of the
Operating Agreement for Texas Dove Cove, LLC, Texas Cedar Ridge, LLC, and Texas
Brick Maze, LLC provide that ERE contributed funds that were “verified advanced
expenses paid prior to the close of property escrow.”
The majority of ERE’s ownership interest in the Texas LLCs arises from sweat equity,
something which would not be accounted for in capital contributions. The sweat equity
that ERE invested into the Texas LLCs is indicated by the proportionate difference in
capital contribution versus ownership interest. Each Operating Agreement provides that
ERE would receive a 30% ownership interest, yet, ERE’s required capital contribution
made up around 5% of the total capital contributed. Specifically, 5.25% for Texas Sugar
North, LLC, 4.11% for Texas Dove Cove, LLC, 5.25% for Texas Cedar Ridge, LLC, and
5.13% of Texas Brick Maze, LLC.Daniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq.
August 21, 2020
Page 4 of 4
As should be clear from the above, the evidence proving ERE’s membership in the Texas
LLCs is manifest and legion. PDI’s purported justification for ERE’s exclusion is
outlandish. It clearly is a pretext to unlawfully seize ERE’s ownership interest in the
LLCs. PDI is acting in bad faith.
To limit its exposure for the bad faith denial of ERE’s membership in the Texas LLCs, PDI
must immediately recognize ERE’s membership, comply with ERE’s inspection demand,
and allow ERE to participate in the affairs of the Texas LLCs in accordance with the
Operating Agreements.
Sincerely,
Tp
Peter T. MavrickThis Agreement is entered into on the 20 day ot December, 2042
between the Parties included below regarding the Apartment Community located on the Property
listed herein. This agreement shall be referred to hereafter as the “Agreement” or “Management
Agreement.”
L PARTIES: The Parties to this Agreement are:
A. Owner: Texas Sugar North, LLC
Address: 14550 Torrey Chase Blvd. Suite 660.
City, State, Zip: Houston, TX_77014
Phone: 713-515-7765 Mobile: Fax:
Email: ramson@theramsongroup.com.
i eee
Additional Phones, Emails, or Contact information:
If Owner is not an individual, Owner is a: O Estate Trust Corporation Partnership
o)6hlUol Oo OF
ited Liability Company (LLC) Limited Liability Partnership (LLP), or Other:
, which entity was charter or created in__ DELAWARE
(State). If the individual signing this agreement is not an individual owner, such individual signing
this agreement for the entity owner represents to Management Company that he or she has the
authority to bind Owner to this Agreement, to act for Owner, and is acting under his or her capacity
as. (title) for the Owner.
B. Broker (also referred to as Management Company): The Ramson Group
Address: 14550 Torrey Chase Blvd. Suite 660.
City, State, Zip: Houston, TX_77014
Phone: (832) 461-1675. Mobile: Fax:
Email: donnet@theramsongroup.com,
Additional Phones, Emails, or Contact information: edith@theramsongroup.com
Ad
Broker’s initials: { Ys Owner’s initials:I.
Address: Texas Sugar North, LLC
PROPERTY: The term “Property” in this Agreement refers to the following:
City, State, Zip: 2308 ~ 2310 N. Sugar Rd, Edinburg TX 78541
In Hidalgo County, Texas.
“Property” also includes any other Property described in the attached Multiple Property
Addendum, if applicable.
Til.
i
Iv.
TERM:
Primary Term: The primary terms of this agreement begin and ends as follows:
Commencement Date: Expiration Date:
Renewal: Unless one party gives 60 days written notice to the other prior to the end of the
then current term of this Agreement (whether it be the initial or renewal term), the term of
this Agreement shall automatically renew for additional and successive one-year periods.
Termination by Management Company: \f Management Company determines that
Management Company cannot continue to effectively provide leasing and management
services to Owner for any reason at any time during this agreement, Management Company
may terminate this agreement by providing at least 30 days written notice to Owner.
MANAGEMENT RESPONSIBILITY & AGENCY AUTHORITY:
Subject to the terms of this Agreement, Management Company shall be the agent of Owner
to assist the Owner in the active management of the Property, and shall have the duty and authority
to manage the Property, including the following responsibilities:
1. Marketing of the Property: To market and advertise the property to prospective
residents for the express purposes of creating tenancies between the owner and resident
consistent with directions and authority of Owner under Section VIII.3 of this
Agreement.
2. Leasing: To create tenancies between the Owner and the resident.
3. Collection of Payments:
a. Collect and enforce the collection of all payments, including, but not limited to,
rents, provided that Management Company is not obligated to initiate or
Broker’s initials: DN Owner’s initials:prosecute any legal proceedings to recover any delinquent amounts owed. This
function is left to the Owner.
b. To terminate tenancies and to sign and serve in the name of Owner such notices
deemed necessary by Management Company to cause such termination. To
evict residents and to recover possession of premises occupied by them, and,
where appropriate, to waive defaults and reinstate tenancies.
c. To take legal action in the name of Owner, and at the Owner’s expense, to
recover rents and other sums due, pursuant to Section VIII.2(e) of
Preview
10 11 12 14 15 16 17 19 20 21 22 23 24 25 Dr. Ramson Mumba 3335 Chartreuse Way Houston, TX, 77082 (713) 515-7765 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN MATEO PACIFIC DIVERSIFIED INVESTMENTS, LLC, a California limited liability company; TEXAS SUGAR NORTH, LLC, a Delaware limited liability company; TEXAS DOVE COVE, LLC, a Delaware limited liability company; TEXAS CEDAR RIDGE, LLC, a Delaware limited liability company; and TEXAS BRICK MAZE, LLC, a Delaware limited liability company, Plaintiffs, VS. DR. RAMSON MUMBA and ESTRELLA RAMSON ENTERPRISES, LLC, dba THE RAMSON GROUP, a Texas limited liability company; Defendants. DR. RAMSON MUMBA and ESTRELLA RAMSON ENTERPRISES, LLC, a Texas limited liability company, directly and derivatively on behalf of TEXAS SUGAR NORTH, LLC, a Delaware limited liability company; TEXAS DOVE COVE, LLC, a Delaware limited liability company; TEXAS CEDAR RIDGE, LLC, a Delaware limited liability company; and TEXAS BRICK MAZE, LLC, a Delaware limited liability company, Cross-Complaint Plaintiffs, ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) CASE NO: CASE NO. 20-CIV-04366 UNLIMITED JURISDICTION JURY TRIAL DEMANDED MEMORANDUM OF POINTS IN OPPOSITION TO MOTION TO COMPEL THE OVERREACHING DISCOVERY REQUESTS, ABUSIVE DEPOSITIONS AND PROPOSED SAC AS ACCORDING TO AND BASED ON THE RULING OF THE NORTHERN DISTRICT COURT OF CALIFORNIA DATED OCTOBER 16™, 2020 AS PRESIDED ON BY HONORABLE JUDGE RICHARD SEEBORG IN ORIGINALLY FILED LAWSUIT - CASE NO: 20-CV-03645 -RS. IDC CONFERENCE DATE SET FOR APRIL 25™, 2022 AND INCLUDING THE SUBSEQUENT MULTIPLE MOTIONS AND HEARINGS SET FOR MAY 17°, 2022, MAY 24, 2022 AND JUNE14™, 2022. SIGNED: APRIL 17", 2022 A DR. RAMSON MUMBA Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page | of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 vs. ZAINALI JAFFER; PACIFIC DIVERSIFIED INVESTMENTS, LLC, a California limited liability company; TEXAS SUGAR NORTH, LLC, a Delaware limited liability company; TEXAS DOVE COVE, LLC, a Delaware limited liability company; TEXAS CEDAR RIDGE, LLC, a Delaware limited liability company; and TEXAS BRICK MAZE, LLC, a Delaware _ limited liability | company, BUCHALTER LAW FIRM, a Limited Liability Company; JEFFREY JUDD, an Individual; _ MANUEL FISHMAN, — an Individual, LOTUS FUNG, an Individual; NIKOLE ZOUMBERAKIS, an_ individual; ANTOINETTE N. JOHNSON, an Individual; GARRETT BATES, an Individual — Wealth Manager at UBS Bank San Francisco; DEAN CHAN, an_ Individual And GLOBAL REALTY RGV, a Texas Real Estate Brokerage Firm. Cross-Complaint Defendants. MEMORANDUM OF POINTS lam submitting this request as the Defendant in this complaint named above. Having been subjected to what can only be described as an abuse of judicial authority by opposing counsel, I thought perhaps it will benefit us all in the framing of the issues, allegations and perspectives of the dispute at hand if we can perhaps reference one of the significant and legally binding RULINGS so far that was given in this entire legal dispute by the HONORABLE JUDGE RICHARD SEEBORG of the Northern District of California Court. The reason for this rather retrospective approach is that without the right perspective on the issues at hand, the Plaintiff and his counsel have been doing everything to not only to constantly change the theory of the case with countless conflicting narratives as I have pointed out before but they have also tried their hardest to prosecute this case as if the Defendants were simply a bunch Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 2 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 of unknown individuals without any legal standing in these entities or authority to execute the decisions and actions they undertook on behalf of the said entities. THE PLAINTIFFS AND THEIR COUNSEL HAVE WORKED SO HARD TO PUSH THEIR WORKING THEORY WHICH IS THAT — NEITHER I, RAMSON MUMBA, NOR ESTRELLA RAMSON ENTERPRISES WERE LEGALLY MEMEBERS OF THE LLCs WHICH BY IMPLICATION MEANS ALL OUR ACTIONS AND DECISIONS WERE BOTH ILLEGAL AND IN BAD FAITH AGAINST THE PLAINTIFF. FURTHER IF ACCORDING TO THEM I HAVE NO OWNERSHIP INTEREST, THEN THEY DON’T OWE MY COMPANY ERE THE MORE ALMOST 30% OWNERSHIP STAKE WHICH AT THE TIME THEY FORCED MY RESIGNATION WAS WORTH MORE THAN $4 MILLION — FOUR MILLION DOLLARS. IF I AM INDEED AN OWNER OF AT LEAST A $4 MILLION EQUITY STAKE IN THE TEXAS LLCs, AS JUDGE RICHARD SEEBORG OPINED IN THE ATTACHED RULING WHEN HE DISMISSED THE ORIGINAL LAWSUIT THAT PDI AND JAFFER FILED AGAINST ME, THEN WHY HAS THERE NEVER BEEN ANY CONSIDERATION OF THE FACTS AND CONCLUSIONS THAT WERE DETERMINED AND PROFFERED BY JUDGE SEEBORG IN THE DELIBERATIONS OF THIS PRESENT LAWSUIT? INDEED, YOUR HONOR AS YOU WILL SEE FROM THE ATTACHED RULING, I CONTEND THAT UNTIL ALL THE ARGUMENTS, DISCOVERY REQUESTS AND EVEN DEPOSOTIONS AND POSSIBLE TRIAL ARE SEEN THROUGH THE LENS OF THIS LEGALLY BINDING CURRENT RULING BY JUDGE SEEBORG, THIS ENTIRE LAWSUIT AND LITIGATION IS PROCEEDING UNDER A FUNDAMENTALLY FLAWED PRESMISE. Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 3 of 20TO SUMMARIZE MY POINTS, UNLESS THE FOLOWING TWO QUESTIONS ARE ADEQUATELY ANSWERED BY THIS HONORABLE COURT, I DON’T BELIEVE THERE CAN BE ANY JUSTICE OR FAIR ADJUDICATION OF THE MATTER AT HAND: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1. IS JUDGE RICHARD SEEBORG LEGALLY BINDING RULING THAT EXTRELLA RAMSON ENTERPRISES, LLC IS A CO-OWNER OF THE ASSETS — IS THAT RULING RIGHT AND DOES IT STILL STAND OR HAS THIS HONORABLE COURT ACCEPTED THE UNILATERAL DECISION OF THE PLAINTIFFS AND THEIR ATTORNEYS - BUCHALTER - THAT ERE DOESN’T HAVE AN OWNERSHIP INTEREST OR EQUITY STAKE IN THE TEXAS LLCs? 2. IF ERE WAS AND STILL IS A MEMBER AND THEREFORE CO-OWNER OF THE TEXAS LLCs AS JUDGE SEEBORG ASSERTS IN HIS RULING, IF THAT IS THE CASE, THEN WERE THE DECISION AND ACTIONS THAT WERE TAKEN BY THE ERE MEMBER LEGITIMATE AND THEREFORE SHOULD NOT BE CLASSIFIED AS THE UNAUTHORISED DEALINGS OF A TOTAL STRANGER WITHOUT EXAMINING THE INTERACATIONS BETWEEN JAFFER AND MUMBA OVER THE COURSE THOSE 4 MONTHS OF THE PARTNERSHIP? IF THE COURT DOES EXAMINE THINGS THROUGH THAT LENS, THEN THE PLAINTIFF’S ALLEGAGTION OF A TOTAL STRANGER WHO UNDER FALSE PRETENSES TOOK OVER THE INNER WORKINGS OF THESE ENTITIES WITHOUT THE KNOWLEDGE AND CONSENT OF THEIR REAL BUSINESS Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 4 of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 OWNER AT THE TIME — THAT THEORY CAN BEGIN TO SOUND CREADIBLE WHEN IT IS UTTER NONSENSE. NO GROWN PERSON WOULD SEND A TOTAL STRANGER WHO IS UNAUTHORISED TO TRANSACT BUSINESS ON THEIR BEHALF ON FOUR DIFFERENT OCCASSIONS ASKING THEM TO PROCURE AND CLOSE ON PROPERTIES WORTH OVER $15 MILLION DOLLARS, THEN GIVE THAT SAME STRANGER THE FULL CONTROL OF THEIR BANK ACCOUNTS AND MANAGEMENT OF MORE THAN 401 APARTMENTS. IT JUST DOESN’T EVEN MAKE SENSE BUT THAT IS WHAT THE PLAINTIFF AND HIS ATTORNEYS WANT THIS HONORABLE COURT TO BELIEVE. ONE CANNOT UNDERESTIMATE THE IMPLICATIONS OF ANSWERING THESE TWO QUESTIONS CORECTLY AS THE CONSEQUENCES AND CONCLUSIONS THAT STEM FROM THOSE ANSWERS INDEED FORM THE SUBSTANCE OF THIS ENTIRE DISPUTE. NOW, BEFORE I DELINEATE THE SAID IMPLICATIONS, I WILL START BY EXTRACTING EXCERPTS FROM JUDGE SEEBORG’S RULING ON OCTOBER 16", 2020 BECAUSE HIS REASONS FOR THE SAID RULING SPEAK FOR THEMESELVES. ACCORDING TO JUDGE RICHARD SEEBORG: 1. JAFFFER AMD MUMBA AGREED TO GO INTO BUSINESS TOGETHER, 2. JAFFER WOULD PROVIDE THE CASH AND MUMBA THE KNOW-HOW 3. JAFFER AND MUMBA AGREED TO FORM SINGLE ASSET LLCs TO ACQUIRE AND HOLD TITLE TO INVESTMENT PROPERTIES Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 5 of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 . EACH INDIVIDUAL WOULD BE A MEMBER OF THE LLCs BY WAY OF THEIR. ENTITY - PDI AND ERE. . PDI AND ERE EXECUTED 4 IDENTICAL OPERATING AGREEMNTS IN THEIR CAPACITY AS MEMBERS OF THE NEW LLCs. . PDI PETIONED JUDGE SEEBORG ARGUING THAT ERE WAS NOT A MEMBER OF THE TEXAS LLCs DUE TO THE FACT THAT IT HAD ONLY MADE PARTIAL OR INCOMPLETE CAPITAL CONTRIBUTUONS. . JUDGE SEEBORG OPINED AND CITED LEGAL PRECEDENT SHOWING THAT PAYMENT OF A CAPITAL CONTRIBUTION IS NOT A STATUTORY MANDATE FOR MEMBERSHIP. » FURTHERMORE JUDGE SEEBORG SAID THERE IS NO LANGUAGE IN THE OPERATING AGREEMNTS CONDITIONING MEMBERSHIP ON THEIR PAYMENTS. INDEED HE POINTED TO THE REMEDIES IN THE OPERATING AGREEMNTS FOR NON-CONTRIBUTING MEMBERS AS IRREFUTABLE EVIDENCE THAT ERE WAS A MEMBER OF THE TEXAS LLCs. JUDGE SEEBORD CONCLUDED BASED ON THE OPERATING AGREEMENTS THAT NONE PAYMENT DOES NOT BAR MEMBERSHIP AND ERE IS STILL AND WILL REMAIN A MEMBER AS LONG AS ERE IS NOT JUDICIALLY SEVERED FROM THE TEXAS LLCs. I HAVE ALSO ATTACHED TO THIS MEMO THE LEGAL ANALYSIS THAT MY PERVIOUS COUNSEL — MR. MAVRICK — SENT TO BUCHALTER WHICH CONCURS WITH JUDGE SEEBORG’S FINDINDS AND REASONS WHEN HE DIMISSED THEIR Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 6 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 FIRST LAWSUIT. I SUBMIT TO THE COURT THAT BASED ON THE CURRENT RULING FROM JUDGE SEEBORG WHICH STILL IS THE ONLY FINAL RULING ON THIS CASE UNTIL THIS HONORABLE CASE RULES OTHERWISE - I SUBMIT THAT PDI, JAFFER AND BUCHALTER BY THEIR CONTINUED REFUSAL TO AFFORD ERE ITS MEMBERSHIP RIGHTS AND PRIVILEGES ARE INDEED IN COMTEMPT OF COURT. FOR IT IS PRECISELY BECAUSE OF THIS =FUNDAMENTAL MISREPRESENTATION AND CLOUDING OF THE OWNERSHIP ISSUE OF THE ERE MEMBER OF THE TEXAS LLCs THAT THE PLAINTIFF IS BEING ALLOWED TO OVERRACH THEIR BOUNDARIES AND PROSECUTE A NON-EXISTENT ISSUE IF THINGS COULD ONLY BE PLACED IN THE RIGHT CONTEXT AS JUDGE RICHARD SEEBORG’S RULING DID. WHAT I MEAN IS THAT SINCE ERE IS STILL A MEMBER OF THE TEXAS LLCs, LEGALLY THE FOLLOWING THINGS ARE STILL TRUE: 1. PDI, JAFFER AND ERE ONLY HAVE OWNERSHIP OF THE TEXAS LLCs ASSETS BECAUSE ERE EXECUTED ALL THE CLOSING DOCUMENTS AS A MEMBER WITH FULL LEGAL AUTHORITY AND LEGITIMACY TO DO SO. 2. SINCE ERE IS STILL AND WILL REMAIN A MEMBER AS LONG AS ERE IS NOT JUDICIALLY SEVERED FROM THE TEXAS LLCs, THEN PDI AND JAFFER OWE THE ERE MEMBER MORE THAN $4 MILLION BASED ON A NEARLY 30% OWNERSHIP STAKE AS SET OUT IN THE OPERATING AGREEMENTS AND AS VALUES STOOD AT THE TIME ERE WAS Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 7 of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 FORCED TO RESIGN. THE IRONY OF THIS ONE-SIDED CONVERSATION ABOUT WHO OWES WHO WHATIS AT THE VERY LEAST A DIVERSIONARY TACTIC ON PDI’S PART TO TAKE THE FOCUS AWAY FROM JAFFER’S BRAZEN ATTEMPT TO RETAIN FOR HIMSELF THE MORE THAN $4 MILLION EQUITY STAKE WHICH BELONGS TO THE ERE MEMBER, EVEN IN THE FACE OF JUDGE SEEBORG’S CLEAR RULING. FOR ERE, AS THE MEMBER DESIGNATED TO OPERATE AND MANAGE THE TEXAS LLCs, THE DECISIONS AND ACTIONS THAT WERE TAKEN BY DR. RAMSON MUMBA WITH THE FULL AWARENESS OF PDI AND JAFFER ARE AS VALID AS THE EXECUTED CLOSING DOCUMENTS WHICH GAVE OWNERSHIP OF THESE ASSETS TO THE TEXAS LLCs IN THE FIRST PLACE. JAFFER’S KNOWLEDGE AND CONSENT IS WELL DOCUMENTED IN THE MORE THAN 200 PAGES OF TEXTS, EMAIL EXCHANGES, SPREADSHEETS AND CONFERENCE CALLS THAT TOOK PLACE. . THAT ALSO MEANS THE CONTRACTS THAT ERE ENTERED INTO WITH THE KNOWLEDGE OF JAFFER AND BUCHALTER AS DOCUMENTS WILL SHOW — THOSE CONTRACTS ARE ALSO VALID AND LEGITIMATE. THESE CONTRACTS INCLUDE BUT ARE NOT LIMITED TO THOSE DONE WITH CHARTREUSE INVESTMENTS INC AMONG OTHERS. WHEN YOU EXAMINE THE CLAUSES IN THOSE MANAGEMENT CONTRACTS WITH CHARTREUSE INVESTMENTS YOU WILL HAVE NO CHOICE BUT TO CONCLUDE THAT ANY AND ALL ENQUIRIES, DISCOVERY REQUESTS AND PRYING INTO Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 8 of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 CHARTREUSE INVESTMENTS AND ALL THE OTHER NAMED DEFENDANT ENTITIES —- YOU WOULD HAVE TO CONCLUDE THAT PDI, JAFFER AND BUCHALTER HAVE NO RIGHT TO DO SUCH THINGS BASED ON THESE LEGITIMATELY EXECUTED CONTRACT AND THE CLAUSES AND PROVISIONS THEY CONTAINS. THAT IS WHY BUCHALTER HAS DONE EVERYTHING TO BURRY THIS EVIDENCE AND CORRECT NARRATIVE OF REALITY. BASED THESE WE OPPOSE THE DISCOVERY REQUESTS AND DEPOSITIONS AS PROFFERED BY THE PLAINTIFF AND HIS ATTORNEYS. THE MANAGEMENT CONTRACTS ARE JUST AS VALID AS THE PROPERTY CLOSING DOCUMENTS BECAUSE BOTH WERE EXECUTED BY RAMSON MUMBA IN HIS CAPACITY AS MEMBER AND OFFICER IN CHARGE OF OPERATIONS WITH THE FULL KNOWLEDGE AND CONSENT OF PDI AND JAFFER AS THE DOCUMENTS WILL SHOW SHOULD WE GO TO TRIAL. IT ALSO MEANS THAT THESE THIRD PARTY CONTRACTS WERE AND STILL ARE BINDING ON THE TEXAS LLCs BECAUSE THEY WERE LEGALLY EXECUTED AND RATIFIED BY THE ERE MEMBER ON THEIR BEHALF. PDI AND BUCHALTER AS THE DOCUMENTS WILL SHOW FOR MORE THAN 4 MONTHS WAS CONTENT AND SATISFIED TO GET THE BENEFITS OF THESE SAID THIRD PARTY CONTRCATS AND ON SO MANY OTHER ACCASSIONS CONGRATULATED THE DEFENDANTS FOR WORK WELL DONE. SINCE THESE THIRD PARTY CONTRACTS ARE LEGALLY BINDING ON THE TEXAS LLCs, ANY OVER-REACH BY PDI, JAFFER AND BUCHALTER INTO THESE THIRD PARTY ENTITIES IS ILLEGAL AND COMPLETELY Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 9 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 ILLEGITIMATE. THAT INCLUDES THE DISCOVERY REQUESTS INTO THESE ENTITES AND THE ABUSIVE DEPOSITIONS THAT HAVE JUST TAKEN PLACE DURING THE LAST FEW DAYS. UNTIL THIS HONORABLE COURT DECIDES TO SET ASIDE OR ISSUE A NEW RULING THAT IS CONTRARY TO THAT OF JUDGE SEEBORG, THESE CONTRACTS SHOULD BE DEEMED BINDING AND LEGITIMATE. WE CONTEND BASED ON JUDGE SEEBORG’S RULING THAT PDI, JAFFER AND BUCHALTER HAVE NO RIGHT TO PRY INTO THE PRIVATE DEALINGS OF ALL THE SUB CONTRACTED ENTITIES. CONSEQUENTLY, PDI AND OPPOSING COUNSEL’S INVESTIGATIONS OF, DOCUMENTATION AND CHARTS ABOUT WHAT THESE PRIVATE COMPANIES DID INTERNALLY IS NOT ONLY AN OVERREACH BUT ALSO ILLEGAL. CONSIDERATION BY WAY A CONTRACTS WAS GIVEN TO THE TEXAS LLCs AND PERFORMANCE WHICH CAN BE SHOWN WITH PHOTOGRAPHS, VIDEOS AND THIRD PARTY TESTIMONIALS OF THE REHABILITATION WORK THAT WAS BEING CARRIED OUT BY THESE PARTY ENTITIES UNTIL PDI AND JAFFER DECIDED TO PREMATURELY TERMINATE THE RELATIONSHIP. INCIDENTALLY BOTH JAFFER AND BUCHALTER HAVE THESE SAME PICTURES AND VIDEOS OF THE WORK THAT WAS CARRIED OUT IN THEIR POSSESSION AND I CHALLENGE THEM TO DENY THESE FACTS UNDER OATH. . FURTHER WE CONTEND THAT THE PROVISIONS OF THE CONTRACTS WITH THIRD PARTY ENTITIES WHICH DEAL WITH WRONGFUL Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 10 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 11. 12. 13. TERMINATION HAVE ALSO BEEN ACTIVATED AND THEREFORE ITS ILLEGAL FOR PDI, JAFFER AND BUCHALTER TO BE ALLOWED FREE REIN INTO THESE ENTITIES’ PRIVATE DEALINGS AND RECORDS. FOCUSING ON THE PHYSICAL MONIES IN THE LLCs TO THE NEGLECT OF THE $4 MILLION EQUITY WHICH IS OF EVEN GREATER VALUE IS THE INJUSTICE WHICH PDI, JAFFER AND BUCHALTER HAVE AFFLICTED ON THE ERE MEMBER AND RAMSON MUMBA. IF PDI WAS INTERESTED IN A REAL SETTLEMENT, THEY WOULD HAVE LOOKED AT THESE REAL COLD FACTS AND ACCCEPTED ERE’S OFFER TO CONSIDER BOTH SIDES OF THE LEDGER AND PART WAYS AMICABLY. WHAT WILL NEVER BE RIGHT OR LEGALLY FAIR IS FOR PDI, JAFFER AND BUCHALTER TO CONTINUE TO HOLD ONTO MORE THAN $4 MILLION WORTH OF EQUITY THAT BELONGS TO ERE AND AT THE SAME TIME ACT AS THEY ARE THE ONES WHO HAVE BEEN WRONGED. SINCE ERE OWNERSHIP INTEREST WAS ESTABLSHED AT THE EXECUTION OF THE OPERATING AGREEMENTS - AT SIGNING - NONE OF ALL THE THEATRICS OF PDI, JAFFER AND BUCHALTER WILL EVER ALTER THE VALUE OF THE EQUITY OWNED BY ESTRELLA RAMSON ENTERPRISES, LLC AND JUDGE RICHARD SEEBORD’S RULING IS STILL THE FINAL WORD ON THAT ISSUE UNTIL THIS HONORABLE COURT SETS OUT A NEW RULING TO THE CONTRARY. . APART FROM BEING PAID MORE THAN $100,000 — ONE HUDRED THOUSAND DOLLARS TO CARRY OUT DUE DILIGENCE WHICH THEY DID Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 11 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 15. 16. AND APPROVED OF ALL THESE TRANSACTIONS, ANOTHER REASON BUCHALTER HAS TO BE ADDED TO THE LIST OF DEFENDANTS IS BECAUSE EVEN AFTER HAVING THIS RULING FROM JUDGE SEEBORG, THEY HAVE CONTINUED TO ACT IN COMTEMPT OF COURT BY BRAZENLY DENYING ERE ITS MEMBERSHIP RIGHTS. ONE OF BUCHALTER OFFICERS, MANUEL FISHMAN, WAS AND MAY STILL BE A BOARD MEMBER FOR PDI AND INDEED TO THIS DAY BUCHALTER CONTINUES TO GET PAID HUGE SUMS OF MONEY TO ESSENTIALLY CONTRADICT THEMSELVES HAVING APPROVED ALL THE ABOVE TRANSACTIONS AND THE REHAB WORK DONE AS MANY DOCUMENTS WILL SHOW. BUCHLATER IN THE MIDDLE OF THIS LAWSUIT HAVE ALSO BEEN SECRETLY HELPING THEIR CLIENT IN TRYING TO DISPOSE OF THE TEXAS, LLCs ASSETS — MY PART OWNED ASSETS - AT A PROFIT AS PER THE SALES CONTRACT I ATTACHED TO MY MOTION TO OPPOSE THE EXPEDITED HEARING ON THE LEAVE TO FILE SAC. BUCHALTER ARE FACILITATING THE TRANSFER OF MY OWNERSHIP INTEREST AND EQUITY STAKE IN THE TEXAS LLCs TO THEIR CLIENTS, PDI AND JAFFER. HOW IS THIS NOT A CLEAR CONFLICT OF INTEREST? BUCHALTER AND PDI’S REFUSAL TO HAND OVER THE BOOKS OF THE TEXAS LLCs FOR MY INSPECTION IS ILLEGAL AND A COMTEMPT OF JUDGE SEEBORG’S ORDER WHICH CLEARLY SAID I AM A MEMBER OF THE TEXAS LLCs. THIS IS ALSO WHY THEY CAN AFFORD TO FABRICATE Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 12 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 dade THEIR OWN SET OF FACTS AND MISREORESENTATIONS ABOUT THE TRUMPED-UP LOSSES — WHICH ARE ACTUALLY PROFITS BASED ON THE CONTRACT PRICE — THAT THEIR CLIENT IS SUPPOSSEDEDLY SUFFERING. BUCHALTER ARE THE PERFECT ACCOMPLICE THAT PDI AND JAFFER NEED TO FACILITATE THE TAKING AWAY OF MY ASSETS IN THE TEXAS LLCs. IF THIS IS NOT A CLEAR CONFLICT OF INTEREST THEN I DON’T KNOW WHAT CONSTITUTES ONE. HOW MANY TIMES ARE BUCHLATER GOING TO ‘CURE’ THE DEFICIENCIES IN THEIR COMPLAINTS, BY THEIR OWN ADMISSION? ONLY BY BEING MADE DEFENDANTS WILL THEY BE MADE TO FULLY ACOUNT FOR THEIR ACTIONS. BUCHALTER HAVE GLARING CONFLICTS OF INTEREST WHICH AT THE VERY LEAST SHOULD MAKE THEM RECUSE THEMSELVES FROM THIS CASE IF THERE IS TO BE ANY SEMBLANCE OF FAIRNESS OR JUSTICE SETTLEMENT TO BE REACHED. SINCE JUDGE RICHARD SEEBORG’S RULING IS STILL THE ONLY RULING IN THIS CASE UNTIL SUCH A TIME AS IT IS CHALLENGED, I SUBMIT TO THE HONORABLE COURT THAT PDI AND JAFFER OWE ESTRELLA RAMSON ENTERPRISES, LLC MORE THAN $4 MILLION WRAPED UP IN THE EQUITY/COLLATERAL OF THE TEXAS LLCs. THIS LITIGATION HAS TO ACCOUNT FOR THESE TWO SIDES OF THE LEDGER IF THERE IS TO BE ANY FORM OF JUSTICE AND FAIRNESS IN ADJUCATING AND RESOLVING THIS DISPUTE. FAILURE TO ADDRESS AND REMEDY THE ISSUE OF PDI OWING ERE THE SAID MORE THAN Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 13 of 20$4 MILLION WHILE ACCOMMODATING THEIR CLAIMS WHICH ARE ALREADY ACCOUNTED FOR BY THE CONSIDERATION GIVEN IN THE EXECUTED THIRD PARTY CONTRACTS - THAT FAILURE IS AND WOULD BE A GROSS MISCHARACTERIZATION OF THE REAL SUBSTANCE OF THIS DISPUTE AND A GROSS MISCARRIAGE OF JUSTICE. WHEN WILL JAFFER GIVE BACK THE $4 MILLION STAKE TO ERE. LETS DEAL WITH THAT ISSUE FIRST. 18. IN LIGHT OF THESE FACTS, IT BECOME QUITE SELF-EVIDENT THAT THE REAL ISSUE IN DISPUTE IS ONE OF PDI AND JAFFER TRYING TO TAKE FROM BOTH SIDES OF THE LEDGER AND REFUSING TO ACKNOWLEDGE THE VALIDITY OF ERE MEMBERSHIP OF THE TEXAS LLCs AND OWNERSHIP OF THE ASSETS IN DISPUTE — ALL THIS IN DIRECT VIOLATION OF JUDGE SEEBORG’S RULING. FURTHER IN AN EFFORT TO FURTHER CLOUD THE ABOVE STATED REAL ISSUE, THE THE PLAINTIFFS AND THEIR ATTORNEYS HAVE GONE AROUND CHANGING THEIR THEORY THE CASE AND NARRATIVE MORE THAN 6 TIMES BUT THESE FACTS ARE SELF-EVIDENT AND NO AMOUNT OF SPIN AND THREATS OF FRUAD ALLEGATIONS WILL ALTER SUCH A CLEARLY VISIBLE AND RATIONAL SELF EVIDENT REALITY OF THE EVENTS THAT TRANSPIRED DURING THE BUSINESS PARTNERSHIP. WIHOUT THIS PERSPECTIVE, PDI, JAFFER AND BUCHALTER WILL CONTINUE TO TURN THIS EVRY SERIOUS LAWSUIT INTO A CIRCUS OF THEIR OWN DRAMATIZATION AND IMAGINARY NARRATIVES. Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 14 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 THE QUESTION OF KNOW-HOW AND MY EXPERIENCE THE EVIDENCE OF OUR WORK ON THE SAID TEXAS LLCs CAN BE AND WILL ATTESTED TO BY DOZENS OF PEOPLE IF WE ARE TO END UP GOING TO TRIAL. THIS WILL INCLUDE THE SUB-CONTRACTORS WHO WORK ON THE REHAB PROJECTS, TENANTS WHO WERE MOVED INTO NEWLY REFURBISHED UNITS, PEOPLE WHO WORKED FOR THE TEXAS LLCs AND MANY MANY OTHERS. INDEED PDI, JAFFER AND BUCHALTER ALREADY HAVE IN THEIR POSSESSION PHOTOGRAPHS, VIDEOS AND TESTIMONIALS FROM PEOPLE ATTESTING TO THE QUALITY OF OUR WORK AND THEY THEMSELVES ARE ON THE RECORD COMMENTING ON HOW BRILLIANT OUR PRODUCTION WAS. SINCE SO MUCH OF MY EXPERIENCE HAS BEEN QUESTIONED, IF THE COURT WILL ALLOW ME, I WILL SIMPLY STATE THAT MY LIFE’S WORK IS A MATTER OF PUBLIC RECORD. HAVING BEEN ON TELEVISION IN MORE THAN 120 COUNTRIES FOR MORE THAN 20 YEARS, I WAS BLESSED TO BUILD AN ORGANISATION AND STRUCTURES ON 5 CONTINENTS AROUND THE WORLD. AMONG SOME OF MY PROUDEST WORK AND MOMENTS WAS THE PRIVILEGE I HAD WHEN ALMOST 15 YEARS AGO THE ORGANISATION, WHICH I FOUNDED AND RUN, PURCHASED AND RESTORED THE PRESITIGOUS FORMER HOME OF THE BBC CONCERT ORCHESTRA IN LONDON, UNITED KINGDOM - THE HIPPODROME. THE HIPPODROME IS SUCH A DISTINGUISED NATIONAL TREASURE OF A PROPERTY SUCH THAT IT IS LITERALLY ON THE ENGLISH HERITAGE REGISTER AND MY Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 15 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 ORGANISATION UNDER MY SUPERVISION WERE ABLE TO UNDERTAKE SUCH RESTORATIVE WORK FROM INTERIOR REDESIGN TO CONSTRUCTION WHILE MEETING ALL THE EXTREMELY STRINGENT STANDARDS AS DICTATED TO BY THE ENGLISH HERITAGE FOUNDATION AND HAVING DONE SO WE OBTAINED ALL THE REQUISITE CERTIFICATES OF OCCUPANCY. IN FACT, UP UNTIL A FEW YEARS AGO, MY LONDON OFFICE WAS BASED IN THE HIPPODROME. THIS IS A MATTER OF PUBLIC RECORD AND GOOGLE CAN ASSIST IF ANYONE IS IN DISPUTE. THIS PROJECT RUN INTO THE MILLIONS OF DOLLARS WITH RESPECT TO THE BUDGET AND NEEDLESS TO SAY THAT I HAVE DONE OTHER SUCH PROJECTS SINCE THE HIPPODROME. SO WHEN PDI, JAFFER AND BUCHALTER QUESTION MY EXPERIENCE, I WILL JUST LET THE PHOTOS, VIDEOS, TESTIMONIALS THAT THEY ALREADY HAVE AND NOW THIS PUBLIC RECORD I HAVE SPOKEN ABOUT HERE TELL MY STORY. OTHERWISE THEY SHOULD FEEL FREE TO DISPUTE THESE FACTS UNDER OATH. IT WAS THEREFORE NOT BEYOND THE SCOPE OF MY SKILLSET TO DO THE EVEN LESSER INTRICATE WORK OF THE TEXAS LLCs TO REHABILITATE SOME APARTMENT BUILDINGS WHICH I HAD ALEARDY DONE IN THE PAST BEFORE AND INDEED DID GO ON TO DO ON THE TEXAS LLCs AS THE RECORD WILL SHOW. CONCLUSION AND SUBMISSIONS REGARIDING THE DEPOSITIONS AND THE DEFENDANT’S ELECTION IN MY CAPACITY AS THE ASSIGNEED CORPORATE REPRESENTATIVE OF THE COMPANIES WHICH WHERE BEING DEPOSED - THE ELECTION TO INVOLKE MY FIFTH Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 16 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 AMENDMENT CONSTITUTIONAL PRIVILEGE - I SUBMIT TO THE HONORABLE COURT THAT, THAT INVOLCATION IS A PERFECTLY LEGALLY ACCEPTABLE OPTION AND CARRIES NEITHER SANCTION, PENALTY OR THE CONSEQUENCE OF GETTING OUR COMPLAINT DISMISSED AS THE PLAINTIFF’S ATTORNEY WOULD MISTAKENLY ALLEGE. THE LAW ONLY REQUIRES A REPRESENTATIVE TO ATTEND THE SAID DEPOSITIONS AND THE ENTITIES COMPLIED WITH THAT. AS THE COURT ALREADY KNOWS, ONE’S INVOLCATION OF THEIR FIFTH AMENDMENT RIGHTS IS NOT AN ADMISSION OF GUILT BUT RATHER FOR THEIR OWN PROTECTION ESPECIALLY IN SITUATIONS SUCH AS WE JUST WITNESSED THESE LAST FEW DAYS WHERE THE DEPOSITIONS WERE NOTHING SHORT OF ABUSIVE, OFFENSIVE AND DESIGNED TO CREATE POTENTIALLY INCRIMINATING MATERIALS. I HOPE THE HONORABLE COURT GETS THE OPPORTUNITY TO REVIEW. THE ENTIRE TRANSCRIPTS SO THEY COULD ARRIVE AT THEIR OWN CONCLUSION, ESPECIALLY NOW THAT THIS ENTIRE DISPUTE HAS BEEN SET IN ITS PROPER CONTEXT AND HOPEFULLY WE DON’T GET LOST AGAIN IN THE SENSENTIONALLY FABRICATED NARRATIVES THAT OPPOSING COUNSEL HAVE BEEN ERRONEOUSLY PEDDLING WHICH DON’T EVEN MEET RATIONAL COMMON SENSE STANDARDS. FOR ALL THE REASONS SETFORTH ABOVE, I AM CONTENDING THAT THE WHOLE APPROACH AND LATITUDE BEING AFFORDED TO PDI, JAFFER AND BUCHALTER IS A VIOLATION OF AN ALREADY ESTABLISHED RULING FROM THE NORTHERN DISTRICT OF CALIFORNIA BY JUDGE RICHARD Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 17 of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 SEEBORD. THIS IS A FABRICATED COTROVESY WHICH IF THE PLAINTIFF’S GENEUINE INTENTION IS TO ARRIVE AT AN EQUITABLE AND AMICABLE SETTLEMENT, THEY CANNOT BE UNILATERALLY ALLOWED TO DETERMINE THAT IAM NOT A MEMBER OF THE TEXAS LLCs AND THEREFORE ACCORDING TO THEM NOT A CO-OWNER OF THE ASSETS. THAT WOULD BE A CONTINUATION OF THE VIOLATION OF THIS RULING THAT’S ALREADY IN PLACE ON THIS PARTICULAR ASPECT OF THE CASE BY A DISTRICT JUDGE. FURTHERMORE, BRANDISHING HUGE NUMBERS IN BANK ACCOUNTS WHILE IGORING THE CONTEXT AND CONTRACTS THAT UNDERPIN THEM AND SERVE AS CONSIDERATION IS NOTHING BUT JUDICIAL THEATRICS AND I HOPE THIS MEMO BASED ON JUDGE SEEBORG’S RULING THAT HAS ALREADY BEEN ISSUED WILL HELP BRING US BACK TO THE RIGHT PERSPECTIVE ON THE ISSUES AT HAND. WITHOUT THIS UNDERSTANDING OF THE ISSUES AS FRAMED BY JUDGE RICHARD SEEBORG, PDI, JAFFER AND BUCHALTER WILL CONTINUE TO PROSECUTE A CASE OF THEIR OWN FABRICATION WHILE REMAINING IN CLEAR COMTEMPT OF AN EXISTING COURT RULING. THEREFORE, I RESPECTFULLY URGE THIS HONORABLE COURT NOT TO HELP FACILITATE THIS ABUSE OF JUDICIAL POWER BY BECAUSE THE TRUTHS SETFORTH HEREIN ARE BOTH SELF-EVIDENT AND LOGICAL AS OPPOSED TO THE UNBELIEVABLY NONSENSICALLY ILLOGICAL ALLEGAGTION OF AN UNKNOWN COMPLETE STRANGER GETTING HOLD OF THE PLANITIFFS AND THEIR RESOURCES AND EXECUTING SO MANY CONTRACTS AND Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 18 of 2010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 TRANSACTIONS ON THEIR BEHALF WITHOUT THEIR KNOWLEDGE, CONSENT AND PARTICIPATION AS PDI, JAFFER AND BUCHALTER WANT US TO BELIEVE. I AM THEREFORE I RESPECTIVELY REQUESTING THAT PDI, JAFFER AND BUCHALTER’S BE MADE TO ACCOUNT FOR THE $4 MILLION EQUITY THAT THEY HAVE UNILATERALLY SEIZED FROM ERE EVEN AGAINST THE RULING ISSUED BY JUDGE RICHARD SEEBORG. IF WE CAN ADDRESS BOTH ISSUES WITH HONESTY AND GOOD FAITH, I BELIEVE WE WILL REOLVE THIS ISSUE QUICKLY WITH NO NEED FOR A PROTRACTED LAWSUIT OR TRIAL, WHICH WE ARE PREPARED FOR IF WE MUST GO IN THAT DIRECTION. THANK YOU FOR YOUR KIND CONSIDERATION AND ATTENTION IN THIS MATTER. Respectfully submitted, fot DR. RAMSON MUMBA Defendant 3335 Chartreuse Way Houston, Texas 77082 713-515-7765 ramson@theram: songroup.com Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 19 of 2010 11 12 14 15 16 17 19 20 21 22 23 24 25 PROOF OF SERVICE I hereby certify that a true and correct copy of the above and foregoing document was served VIA EMAIL, on the date of set forth below, in accordance with the California Rules of Civil Procedure upon the following: MEMORANDUM OF POINTS IN OPPOSITION TO MOTION TO COMPEL THE OVERREACHING DISCOVERY REQUESTS, ABUSIVE DEPOSITIONS AND PROPOSED SAC AS ACCORDING TO AND BASED ON THE RULING OF THE NORTHERN DISTRICT COURT OF CALIFORNIA DATED OCTOBER 16", 2020 AS PRESIDED ON BY HONORABLE JUDGE RICHARD SEEBORG IN ORIGINALLY FILED LAWSUIT - CASE NO: 20-CV-03645 -RS. IDC CONFERENCE DATE SET FOR APRIL 25", 2022 AND INCLUDING THE SUBSEQUENT MULTIPLE MOTIONS AND HEARINGS SET FOR MAY 17", 2022, MAY 2474, 2022 AND JUNE14™, 2022. JEFFREY JUDD — jjudd@buchalter.com VINCENT TONG JULIAN PETE MACK - pmack@buchalter.com TONG LAW RANDALL MANVITZ — rmanvitz@pbuchalter.com vincent@tong-law.com BUCHALTER, ATTORNEYS FOR PLAINTIFFS ATTORNEY FOR DEFENDANT AS DR. RAMSON MUMBA Defendant April 17", 2022. Memorandum of Points — REF: Judge Richard Seeborg - Northern District of California Page 20 of 20United States District Court Northern District of California 10 iat 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 1 of 4 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA PACIFIC DIVERSIFIED INVESTMENTS, LLC, et al., Case No. 20-cv-03645-RS Plaintiffs, ORDER OF DISMISSAL FOR LACK v. OF SUBJECT MATTER JURISDICTION RAMSON MUMBA, et al., Defendants. According to the First Amended Complaint (“FAC”), Zain Jaffer and Ramson Mumba met at a Florida real estate investors’ conference and agreed to go into business together. Jaffer would provide the cash and Mumba the know-how. To carry out their investment scheme, Jaffer and Mumba agreed to form single-asset LLCs to acquire and hold title to investment properties. Each individual would be a member of the LLCs by way of an entity; Jaffer’s investment company Pacific Diversified Investments, LLC (“PDI”) and Mumba’s affiliate Estrella Ramon Enterprises, LLC (“ERE”) executed four essentially identical! Operating Agreements over the course of about four months. Soon after the formation of the youngest LLC, the dominoes began to fall. Invoking diversity jurisdiction pursuant to 28 U.S.C. § 1332, Plaintiff PDI filed an assortment of state law claims in federal court on June 1, 2020. PDI filed an FAC on August 13, 2020, which purported to join four new Plaintiffs: Texas Sugar North, LLC; Texas Dove Cove, LLC; Texas Cedar Ridge, LLC; and Texas Brick Maze, LLC (collectively the “Texas LLCs”). ' Because all four Operating Agreements are, in all material terms, identical, they will be referred to collectively.United States District Court Northern District of California 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 2 of 4 Upon review of the FAC, it became clear that the addition of the Texas LLCs imperiled complete diversity of the parties. PDI is a California citizen. ERE is a Texas citizen. Because LLCs are citizens of all the states of which their members are citizens, the Texas LLCs are, seemingly, citizens of both Texas and California. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). At least one Defendant, Chartreuse Investments, Inc., for example, is also a citizen of Texas, making it appear as though both a plaintiff and defendant are citizens of Texas.” In response to an Order to Show Cause why the matter ought not be dismissed for lack of jurisdiction, Plaintiffs asserted that ERE never paid the capital contributions contemplated by the Operating Agreements. As a result, they maintain that ERE is not, and never became, a member of the Texas LLCs. ERE rejoins that, by the plain meaning of the terms of the Operating Agreements, payment of capital contributions was not a condition precedent to membership. In light of the fundamental presumption that federal courts lack subject matter jurisdiction, the action must be dismissed for lack of jurisdiction. Under California choice of law principles, Delaware law governs this dispute because all four of the Texas LLCs were incorporated in Delaware. See Cal. Corp. Code § 17708.01(a) (“The law of the state or other jurisdiction under which a foreign limited liability company is formed governs . . . [t]he organization of the limited liability company, its internal affairs, and the authority of its members and managers.”). The terms of an operating agreement determine who or what entity becomes a member and when. Del. Code Ann. tit. 6, § 18-301 (West 2020). Payment of a capital contribution is not statutorily mandated. /d. at § 18-301(d). Plaintiffs have failed to identify any textual basis for their contention that payment of a capital contribution was a condition precedent to membership. Plaintiffs refer only to an apparently inadmissible pre-execution, negotiation understanding that “PDI made clear that it would not enter into an operating agreement unless and until ERE paid its initial capital ? It is undisputed that all the other individual and entity Defendants are not citizens of California. ORDER OF DISMISSAL FOR LACK OF SUBJECT MATTER JURISDICTION Case No. 20-cv-03645-RS 2United States District Court Northern District of California 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 3 of 4 contributions.” Plaintiffs’ Response to Order to Show Cause RE: Diversity Jurisdiction at 3. Nevertheless, while the contributions are described as “required” throughout the Operating Agreements, there is no language conditioning membership on their payment. On the contrary, article 3.3 of the Operating Agreements prepares for non-payment: a delinquent party is deemed a “Non-Contributing Member.” Additionally, article 3.3 permits PDI, in its sole discretion, to declare a “Non-Contributing Member” in default and pursue remedial measures such as divestment of voting and approval rights. Together, these provisions suggest that it is not only possible, but anticipated, that a duly recognized member might fail to make the required contributions. Non-payment carries consequences, but it does not bar membership. Plaintiffs advance one other, unavailing argument: resolution of the jurisdictional question in Defendants’ favor denies them the opportunity to prove that ERE never gained membership. The Operating Agreements, which are contracts requiring ERE and PDI’s mutual assent, designate ERE as a member; however, PDI’s assent to the Operating Agreements was, by Plaintiff's assertion, secured by fraudulent representations about the payment of required capital contributions. Therefore, if Plaintiffs succeed on the merits to show that ERE committed fraud to secure PDI’s consent to the terms of the Operating Agreements, ERE will no longer be a member and diversity will remain complete. This thorny, temporal problem emphasizes, rather than undermines, the proposition that subject matter jurisdiction does not exist. In stating ERE “will no longer be a member” of the Texas LLCs on a showing that ERE fraudulently induced PDI’s assent, PDI essentially admits that ERE is now, and will remain, a member, as long as it is not judicially severed from the Texas LLCs. Plaintiff's Response to Briefing RE: Diversity Jurisdiction at 3. By their own admission, then, Plaintiffs acknowledge that “diversity will be complete” only upon a showing that ERE committed fraud to become a member of the Texas LLCs. /d. The issue is, thus, one on which a federal court cannot opine. Article 3.3 of the Operating Agreement imbues PDI with the authority to remedy non- contribution of another Member. Election of one of the three enumerated remedies “shall not be a ORDER OF DISMISSAL FOR LACK OF SUBJECT MATTER JURISDICTION Case No. 20-cv-03645-RS 3United States District Court Northern District of California 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 3:20-cv-03645-RS Document 62 Filed 10/16/20 Page 4 of 4 waiver or limitation of the right to pursue an additional or different remedy available hereunder or of law or equity.” E.g., Limited Liability Company Operating Agreement of Texas Sugar North, LLC, article 3.3(a). It is indisputable, then, that PDI has the right to pursue judicial action, just not in this court of limited jurisdiction. For the reasons set forth above, the action must be dismissed. Accordingly, all pending motions are denied as moot. IT IS SO ORDERED. Dated: October 16, 2020 ‘e, RICHARD SEEBORG United States District Judge > The question of whether ERE did or did not, as a factual matter, pay any capital contributions remains undecided. ORDER OF DISMISSAL FOR LACK OF SUBJECT MATTER JURISDICTION Case No. 20-cv-03645-RS 4MAVRICK LAW FIRM BUSINESS, EMPLOYMENT, NON-COMPETE, AND TRADE SECRET LITIGATION WEBSITE: WWW.MAVRICKLAW.COM 1620 WEST OAKLAND PARK BOULEVARD; SUITE 300 FORT LAUDERDALE, FLORIDA 33311 TELEPHONE: (954) 564-2246 E-MAIL: PETER@MAVRICKLAW.COM August 21, 2020 BY EMAIL (dzarchy@buchalter.com; jjudd@buchalter.com) Daniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq. Buchalter Law Firm 55 Second Street Suite 1700 San Francisco, California, 94105-3493 Re: Estrella _Ramson_ Enterprises, LLC’s_ membership in the Texas Limited Liability Companies. Dear Messrs. Daniel Zarchy and Jeffrey Judd: This correspondence responds to your letter of August 7, 2020 concerning records inspection (Records Response) as well as the August 18, 2020 cease and desist letter (Cease and Desist). Both of these letters are fundamentally founded upon the inaccurate premise that Estrella Ramson Enterprises, LLC (ERE) is no longer a member of the Texas Limited Liability Companies. As exhibited below, ERE is clearly a member of the Texas LLCs. The continued reliance on a patently bogus pretext only highlights Pacific Diversified Investments, LLC’s (PDI) bad faith denial of ERE’s membership. As a preliminary matter, the extraordinary allegations made in the Cease and Desist did not occur. Dr. Ramson Mumba performed a brief inspection of some of the properties and asked tenants about the improvements and maintenance (or lack thereof) being performed on the properties. Contrary to your accusation, Dr. Mumba did not encourage tenants to “join him,” nor suggest to tenants that they not pay rent. ERE is a co-owner of these entities through its membership in the Texas LLCs. As reflected in Inspection Demand letters dated July 29, 2020 and August 4, 2020 letter, ERE/Dr. Mumba is concerned with the financial health and operation of the Texas LLCs. Dr. Mumba has no incentive to sabotage his own companies. The basis of the Cease and Desist is that Dr. Mumba purportedly has no right to visit these Texas properties. PDI has no basis to deny another member and manager’s designated agent from accessing the Texas LLCs’ property. PDI can no more lawfully bar ERE’s agent than ERE can lawfully bar PDI’s agent.Daniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq. August 21, 2020 Page 2 of 4 The Records Response makes the incredible assertion that ERE was never a member of the Texas LLCs. To justify this conclusion, the Records Response cites to Del. Code Ann. tit. 6, § 18-301 (a)(2). Section 18-301 does not provide any justification to deny ERE’s membership. (a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of: (1) The formation of the limited liability company; or (2) The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person's admission is reflected in the records of the limited liability company or as otherwise provided in the limited liability company agreement. Del. Code Ann. tit. 6, § 18-301. The plain wording of subsection (2) provides that a limited liability company may contain a provision that membership is contingent upon some action. This understanding is confirmed by Delaware cases. Perry v. Neupert, CV 2017- 0290-JTL, 2019 WL 719000, at 31 (Del. Ch. Feb. 15, 2019) (“Section 18-301 defers in the first instance to the operative LLC agreement. The Company's LLC agreement did not address the admission of new members, so the default rule applies”); Hulstrunk v. UltraCell Insulation, LLC, 2:17-CV-232, 2018 WL 8452557, at 3 (D. Vt. July 18, 2018) (interpreting the phrase “time provided in and upon compliance with the limited liability agreement” to refer to a section in the operating agreement which specifically made membership contingent upon certain action). Therefore, for this section to have any effect on ERE’s membership, there necessarily would have to be a corresponding provision in the Operating Agreements which would specifically make membership contingent on capital contributions. The Texas LLCs’ Operating Agreements, which Buchalter drafted, contain no such provision. Section 3.3 of the Operating Agreements specifically delineates the remedies available when a “member fails to make, in a timely manner, a// or any portion of any Capital Contribution [...].” None of these remedies involves a purported revocation of membership. In fact, it should be clear from § 3.3 that the obligation to make capital contributions arises from one’s membership in the Texas LLCs, not the other way around. Most prominently, § 3.3 refers to a person who specifically has not paid its capital contribution as a “Non-Contributing Member.” If membership were contingent upon full payment of a capital contribution, then the parties who executed the Operating Agreements would not be members at the time of their execution. However, the Operating Agreements clearly indicate that the initial executing parties became or already were members of the Texas LLCs when they executed the Operating Agreements. Sections 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 13.1, 13.2, 13.3, 13.6, 13.8, 13.11, 13.14, and 13.17 are all provisions which only make sense ifDaniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq. August 21, 2020 Page 3 of 4 they were intended for the executing parties. These provisions refer to these parties specifically as “members.” E.g. § 12.7 (“The Member has been advised to consult with the Member’s own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent the Member considers necessary”) and § 13.6 (“In the event any claim is made by any Member relating to any conflict, omission[,] or ambiguity in this Agreement [...]”). The Operating Agreements state ERE is a member of each LLC. The Operating Agreements do not condition membership in the LLCs on payment. There are multiple references throughout the Operating Agreements which state that ERE is a member. The Operating Agreements at § 1.20 (defining “ERE Member”); § 4.1 (“The Members of the Company and their addresses are listed on Exhibit A.” Exhibit A provides that ERE is a member); §4.4 (stating that “Exhibit A” is the limited liability company’s record of members); signature page (showing ERE signed as a “member”). Furthermore, PDI has at all times treated ERE as a member. In addition to the correspondence between the parties, the documents associated with the closing of each of the Texas real properties affirm ERE as a member. Buchalter drafted and provided the “Written Consent of Members” for each limited liability company as part of the purchase of the Texas real property. These consent documents provided the limited liability companies with the authorization to purchase the Texas real properties. Each affirmed that ERE was a member of the respective Texas LLC. As proof of PDI and ERE’s membership and authority, Buchalter attached the Texas LLC’s Operating Agreements. Buchalter also approved on behalf of PDI the remainder of the closing documents, many of which were executed by ERE in its capacity as member of the Texas LLCs. This includes the HUD-1 Attachments, waivers of inspection, and closing affidavits. Even if, hypothetically, membership were contingent on a capital contribution, the evidence of ERE’s contribution is already manifest and in your possession. Exhibit A of the Texas Sugar North LLC Operating Agreement specifically provides that the moneys that ERE had already expended consisted of “advanced costs.” Exhibit A in each of the Operating Agreement for Texas Dove Cove, LLC, Texas Cedar Ridge, LLC, and Texas Brick Maze, LLC provide that ERE contributed funds that were “verified advanced expenses paid prior to the close of property escrow.” The majority of ERE’s ownership interest in the Texas LLCs arises from sweat equity, something which would not be accounted for in capital contributions. The sweat equity that ERE invested into the Texas LLCs is indicated by the proportionate difference in capital contribution versus ownership interest. Each Operating Agreement provides that ERE would receive a 30% ownership interest, yet, ERE’s required capital contribution made up around 5% of the total capital contributed. Specifically, 5.25% for Texas Sugar North, LLC, 4.11% for Texas Dove Cove, LLC, 5.25% for Texas Cedar Ridge, LLC, and 5.13% of Texas Brick Maze, LLC.Daniel Jacob Zarchy, Esq. and Jeffrey Michael Judd, Esq. August 21, 2020 Page 4 of 4 As should be clear from the above, the evidence proving ERE’s membership in the Texas LLCs is manifest and legion. PDI’s purported justification for ERE’s exclusion is outlandish. It clearly is a pretext to unlawfully seize ERE’s ownership interest in the LLCs. PDI is acting in bad faith. To limit its exposure for the bad faith denial of ERE’s membership in the Texas LLCs, PDI must immediately recognize ERE’s membership, comply with ERE’s inspection demand, and allow ERE to participate in the affairs of the Texas LLCs in accordance with the Operating Agreements. Sincerely, Tp Peter T. MavrickThis Agreement is entered into on the 20 day ot December, 2042 between the Parties included below regarding the Apartment Community located on the Property listed herein. This agreement shall be referred to hereafter as the “Agreement” or “Management Agreement.” L PARTIES: The Parties to this Agreement are: A. Owner: Texas Sugar North, LLC Address: 14550 Torrey Chase Blvd. Suite 660. City, State, Zip: Houston, TX_77014 Phone: 713-515-7765 Mobile: Fax: Email: ramson@theramsongroup.com. i eee Additional Phones, Emails, or Contact information: If Owner is not an individual, Owner is a: O Estate Trust Corporation Partnership o)6hlUol Oo OF ited Liability Company (LLC) Limited Liability Partnership (LLP), or Other: , which entity was charter or created in__ DELAWARE (State). If the individual signing this agreement is not an individual owner, such individual signing this agreement for the entity owner represents to Management Company that he or she has the authority to bind Owner to this Agreement, to act for Owner, and is acting under his or her capacity as. (title) for the Owner. B. Broker (also referred to as Management Company): The Ramson Group Address: 14550 Torrey Chase Blvd. Suite 660. City, State, Zip: Houston, TX_77014 Phone: (832) 461-1675. Mobile: Fax: Email: donnet@theramsongroup.com, Additional Phones, Emails, or Contact information: edith@theramsongroup.com Ad Broker’s initials: { Ys Owner’s initials:I. Address: Texas Sugar North, LLC PROPERTY: The term “Property” in this Agreement refers to the following: City, State, Zip: 2308 ~ 2310 N. Sugar Rd, Edinburg TX 78541 In Hidalgo County, Texas. “Property” also includes any other Property described in the attached Multiple Property Addendum, if applicable. Til. i Iv. TERM: Primary Term: The primary terms of this agreement begin and ends as follows: Commencement Date: Expiration Date: Renewal: Unless one party gives 60 days written notice to the other prior to the end of the then current term of this Agreement (whether it be the initial or renewal term), the term of this Agreement shall automatically renew for additional and successive one-year periods. Termination by Management Company: \f Management Company determines that Management Company cannot continue to effectively provide leasing and management services to Owner for any reason at any time during this agreement, Management Company may terminate this agreement by providing at least 30 days written notice to Owner. MANAGEMENT RESPONSIBILITY & AGENCY AUTHORITY: Subject to the terms of this Agreement, Management Company shall be the agent of Owner to assist the Owner in the active management of the Property, and shall have the duty and authority to manage the Property, including the following responsibilities: 1. Marketing of the Property: To market and advertise the property to prospective residents for the express purposes of creating tenancies between the owner and resident consistent with directions and authority of Owner under Section VIII.3 of this Agreement. 2. Leasing: To create tenancies between the Owner and the resident. 3. Collection of Payments: a. Collect and enforce the collection of all payments, including, but not limited to, rents, provided that Management Company is not obligated to initiate or Broker’s initials: DN Owner’s initials:prosecute any legal proceedings to recover any delinquent amounts owed. This function is left to the Owner. b. To terminate tenancies and to sign and serve in the name of Owner such notices deemed necessary by Management Company to cause such termination. To evict residents and to recover possession of premises occupied by them, and, where appropriate, to waive defaults and reinstate tenancies. c. To take legal action in the name of Owner, and at the Owner’s expense, to recover rents and other sums due, pursuant to Section VIII.2(e) of